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

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, 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 thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each Pledgor of the 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 the other Loan Documents in any New York State or Federal federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsGuarantee, or for recognition or enforcement of any judgment, and each of the parties hereto Guarantor hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor Guarantor 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 the other Loan Documents Guarantee in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Guarantor irrevocably consents to service of process in the manner provided for notices in Section 15paragraph 11 of this Guarantee. Nothing in this Agreement Guarantee will affect the right of any party to this Agreement Guarantee to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the Borrower, the Agents, the Issuing Bank and the Lenders hereby irrevocably and unconditionally submits, for itself and its property, 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 CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. The Borrower further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Borrower at the address specified for the Loan Parties in Section 9.01. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement (other than Section 8.09) shall affect any right that the Collateral Agent any Lender or any other Secured Party Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or any Pledgor Loan Party or its their properties in the courts of any jurisdiction. (b) Each Pledgor of the Borrower, the Agents, the Issuing Banks and the Lenders 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 the other Loan Documents in any New York State or Federal courtfederal court sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Grantor 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, the Purchase Agreement or the other Loan DocumentsNotes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party Parties may otherwise have to bring any action or proceeding relating to this Agreement Agreement, the Purchase Agreement, the Notes or the other Loan Transaction Documents against any Pledgor Grantor or its properties in the courts of any jurisdiction. (b) Each Pledgor Grantor 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 Agreement, the Purchase Agreement, the Notes or the other Loan Transaction Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 157.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Document against any Pledgor Grantor or Guarantor, or its properties properties, in the courts of any jurisdiction. (b) Each Pledgor of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, 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 the any other Loan Documents Document in any New York State or Federal courtcourt referred to in paragraph (a) of this Section 7.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 157.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsGuarantee, or for recognition or enforcement of any judgment, and each of the parties hereto Guarantor hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor Guarantor 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 the other Loan Documents Guarantee in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Guarantor irrevocably consents to service of process in the manner provided for notices in Section 1512 of this Guarantee. Nothing in this Agreement Guarantee will affect the right of any party to this Agreement Guarantee to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County, Borough of Manhattan and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent or any other Secured Guaranteed Party may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Document against any Pledgor Guarantor or its properties in the courts of any jurisdiction. (b) Each Pledgor Guarantor 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 the other Loan Documents in any New York State or Federal courtcourt referred to in sub-section (a) of this Section 16. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 155. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor The Company and any Borrowing Subsidiary 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party party hereto may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties other party hereto in the courts of any jurisdiction. (b) Each Pledgor of the 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 thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 158.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral any Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Document against any Pledgor Borrower or its properties in the courts of any jurisdiction. (b) Each Pledgor of the Guarantors 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 the any other Loan Documents Document in any New York State or Federal courtcourt referred to in paragraph (a) of this Section 19. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably appoints the Company as agent of process and consents to service of process to the Company in the manner provided for notices in Section 1510.01 of the Credit Agreement. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsDocuments (other than any Loan Documents governed by any law other than New York law), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Administrative Agent, the Security Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor the Borrower or its properties in the courts of any jurisdictionjurisdiction if required to realize upon the Collateral as determined in good faith by the Person bringing such action or proceeding. (b) Each Pledgor party 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 the other Loan Documents in any New York State or Federal courtcourt sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01 excluding service of process by mail. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Holdings hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County, Borough of Manhattan and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent or any other Secured Guaranteed Party may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Document against any Pledgor Holdings or its properties in the courts of any jurisdiction. (b) Each Pledgor Holdings 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 the other Loan Documents in any New York State or Federal courtcourt referred to in sub-section (a) of this Section 16. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 155. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Borrower hereby irrevocably and unconditionally submits, for itself and its propertyProperty, 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto 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. Each Subsidiary Borrower designates and directs Viacom at its offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent to receive service of any and all process and documents on its behalf in any legal action or proceeding referred to in this Section 9.14 in the State of New York and agrees that service upon such agent shall constitute valid and effective service upon such Subsidiary Borrower and that failure of Viacom to give any notice of such service to any Subsidiary Borrower shall not affect or impair in any way the validity of such service or of any judgment rendered in any action or proceeding based thereon. Nothing in this Agreement shall affect any right that the Collateral any Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Borrower or its properties Properties in the courts of any jurisdiction. (b) Each Pledgor Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral any Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Document against any Pledgor Borrower or its properties in the courts of any jurisdiction. (b) Each Pledgor of the Guarantors 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 the any other Loan Documents Document in any New York State or Federal courtcourt referred to in paragraph (a) of this Section 19. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 158. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsGuarantee, or for recognition or enforcement of any judgment, and each of the parties hereto Guarantor hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor Guarantor 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 the other Loan Documents Guarantee in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Guarantor irrevocably consents to service of process in the manner provided for notices in Section 15paragraph 12 of this Guarantee. Nothing in this Agreement Guarantee will affect the right of any party to this Agreement Guarantee to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor The Borrower 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or against the other Loan Documents against any Pledgor Borrower or its properties in the courts of any jurisdiction. (b) Each Pledgor The Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of Holdings and the US Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsCredit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the other Loan Documents against any Pledgor US Borrower or its their respective properties in the courts of any jurisdiction. (b) Each Pledgor hereby of Holdings and the US Borrower 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 the any other Loan Documents Credit Document in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of Holdings and the parties hereto US Borrower 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 1510. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Borrower 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 CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsAgreement, any Local Currency Addendum, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party party hereto may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents Agreement, any Local Currency Addendum against any Pledgor or its properties other party hereto in the courts of any jurisdiction. (b) Each Pledgor Borrower 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 thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents any Local Currency Addendum in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the Pledgors hereby irrevocably and unconditionally submits, for itself and its property, 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto Pledgors hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its respective properties in the courts of any jurisdiction. (b) Each Pledgor 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 the other Loan Documents in any New York State or Federal court. Each of the parties Pledgor 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 Pledgor irrevocably consents to service of process in the manner provided for notices in Section 1519. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court and of the United States District Court of America the Southern District of New York, in each case sitting in the Borough of Manhattan in the City of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent any Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to enforce any award or judgment or exercise any rights under this Agreement or the other Loan Documents against any Pledgor or its properties Collateral in the courts of any jurisdictionother forum in which Collateral is located. (b) Each Pledgor party hereto hereby 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 the other Loan Documents in any New York State or Federal courtcourt referred to in paragraph (a) of this Section 20. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1522. Nothing in this Agreement any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) The Pledgor hereby irrevocably designates, appoints and empowers Holdings as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and Holdings hereby accepts such designation and appointment.

Jurisdiction; Consent to Service of Process. (a) Each -------------------------------------------- Pledgor 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor party hereto hereby irrevocably and unconditionally submits, for itself and its property, 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 Pledge Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Pledge Agreement shall affect any right that the Collateral Agent or any other Secured Party party hereto may otherwise have to bring any action or proceeding relating to this Pledge Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor party hereto hereby 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 Pledge Agreement or the other Loan Documents in any New York State or Federal courtcourt referred to in Section 22(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Pledge Agreement irrevocably consents to service of process in the manner provided for notices in Section 1516. Nothing in this Pledge Agreement will affect the right of any party to this Pledge Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor hereby irrevocably of the Grantors agrees that any suit for the enforcement of this Agreement or any other Loan Document may be brought in the courts of the State of New York sitting in the Borough of Manhattan or any federal court sitting therein, as the Collateral Agent may elect in its sole discretion, and unconditionally submits, for itself and its property, consents to the nonexclusive non-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 such courts. Each party to this Agreement hereby waives any objection which it may now or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, hereafter have to the extent permitted by applicable law, all claims in respect venue of any such action suit or proceeding may be heard any such court or that such suit is brought in an inconvenient forum and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor a Grantor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby irrevocably and unconditionally waives, to of the fullest extent it may legally and effectively do so, Grantors agrees that any objection that it may now action commenced by any Grantor asserting any claim or hereafter have to the laying of venue of any suit, action counterclaim arising under or proceeding arising out of or relating to in connection with this Agreement or the any other Loan Documents Document shall be brought solely in any a court of the State of New York State sitting in the Borough of Manhattan or Federal court. Each of any federal court sitting therein, as the parties hereto hereby irrevocably waivesCollateral Agent may elect in its sole discretion, and consents to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance exclusive jurisdiction of such action or proceeding in courts with respect to any such courtaction. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15SECTION 8.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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, thereof in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt referred to in paragraph (a) of this Section. 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the other Loan Documents in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1514. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor party hereto hereby irrevocably and unconditionally submits, for itself and its property, 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party party hereto may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor party hereto hereby 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 the other Loan Documents in any New York State or Federal courtcourt referred to in Section 22(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1516. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive 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 City, and (or any appellate court from any thereoftherefrom), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgmentjudgment rendered in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right Each party hereto agrees that each of the Administrative Agent and Collateral Agent or any other Secured Party may otherwise have retains the right to bring any action or proceeding relating to this Agreement or the other Loan Documents proceedings against any Pledgor or its properties Loan Party in the courts of any jurisdictionother jurisdiction solely in connection with the exercise of its rights under any Security Document. (b) Each Pledgor of the 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the Foreign Guarantors hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsCredit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent, the Administrative Agent, each other Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against either of the Foreign Borrowers or any other Loan Documents against Foreign Guarantors or any Pledgor or its of their properties in the courts of any jurisdiction. (b) Each Pledgor of the Foreign Guarantors hereby 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 the any other Loan Documents Credit Document in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Foreign Guarantor irrevocably consents to service of process in the manner provided for notices in Section 1510.03 of the Credit Agreement. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement Secured Party to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor and Guarantor 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 the other Loan Transaction Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Transaction Documents against any Pledgor and Guarantor or its properties in the courts of any jurisdiction. (b) Each Pledgor and Guarantor hereby 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 the other Loan Transaction Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1516. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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 the other Loan Credit Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Credit Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the other Loan Credit Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. Each party hereto hereby irrevocably and unconditionally: (a) Each Pledgor hereby irrevocably and unconditionally submits, 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, property in any legal action or proceeding arising out of or relating to this Agreement or and the other Loan DocumentsDocuments to which it is a party to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the “New York Supreme Court”), and the United States District Court for the Southern District of New York (the “Federal District Court”, and together with the New York Supreme Court, the “New York Courts”) and appellate courts from either of them; provided that nothing in this Agreement shall be deemed or operate to preclude (i) any Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Revolving Facility Obligations (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 10.15 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition or and enforcement of any judgment, and each (iii) if all such New York Courts decline jurisdiction over any Person, or decline (or in the case of the parties Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto hereby irrevocably and unconditionally agrees thator involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this sub-clause (a) (after giving effect to the extent permitted by applicable law, all claims applicability of clauses (i) through (iii) of this proviso) would otherwise require to be asserted in respect of a legal proceeding in a New York Court) in any such action or proceeding; (b) consents that any such action or proceeding may be heard and determined brought in such New York State orcourts, agrees, subject to clauses (i) through (iii) of the proviso to sub-clause (a) above, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in bring any such action or proceeding shall be conclusive in such courts 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same; (c) Each party to this Agreement irrevocably consents to agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the manner provided for notices Borrower, the applicable Lender or the Administrative Agent, as the case may be, at the address specified in Section 15. Nothing in this Agreement will 10.01 or at such other address of which the Administrative Agent, any such Lender and the Borrower shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of any party to this Agreement to serve process in any other manner permitted by law or (subject to clause (a) above) shall limit the right to ▇▇▇ in any other jurisdiction; and (e) without limiting the obligations of the Borrower under Section 10.05(b), waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 10.15 any consequential or punitive damages.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of GrafTech, Finance and each Subsidiary Guarantor 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgmentjudgment related to any such action or proceeding, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent any Loan Party or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against GrafTech, Finance or the other Loan Documents against any Pledgor Subsidiary Guarantor or its any Secured Party or their properties in the courts of any jurisdiction. (b) Each Pledgor of GrafTech, Finance, each Subsidiary Guarantor and each Secured Party hereby 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 158. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor The Borrower 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent Administrative Agent, the Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or against the other Loan Documents against any Pledgor Borrower or its properties in the courts of any jurisdiction. (b) Each Pledgor The Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor hereby irrevocably of the Grantors agrees that any suit for the enforcement of this Agreement or any other Security Document may be brought in the courts of the State of New York sitting in the Borough of Manhattan or any federal court sitting therein, as the Collateral Agent may elect in its sole discretion, and unconditionally submits, for itself and its property, consents to the nonexclusive non-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 such courts. Each party to this Agreement hereby waives any objection which it may now or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, hereafter have to the extent permitted by applicable law, all claims in respect venue of any such action suit or proceeding may be heard any such court or that such suit is brought in an inconvenient forum and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor a Grantor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby irrevocably and unconditionally waives, to of the fullest extent it may legally and effectively do so, Grantors agrees that any objection that it may now action commenced by any Grantor asserting any claim or hereafter have to the laying of venue of any suit, action counterclaim arising under or proceeding arising out of or relating to in connection with this Agreement or any other Security Document shall be brought solely in a court of the other Loan Documents in any State of New York State sitting in the Borough of Manhattan or Federal court. Each of any federal court sitting therein, as the parties hereto hereby irrevocably waivesCollateral Agent may elect in its sole discretion, and consents to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance exclusive jurisdiction of such action or proceeding in courts with respect to any such courtaction. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 158.01. Nothing in this Agreement or any other Security Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Borrower 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party party hereto may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties other party hereto in the courts of any jurisdiction. (b) Each Pledgor Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. Each party hereto hereby irrevocably and unconditionally: (a) Each Pledgor hereby irrevocably and unconditionally submits, 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, property in any legal action or proceeding arising out of or relating to this Agreement or and the other Loan DocumentsDocuments to which it is a party to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the “New York Supreme Court”), and the United States District Court for the Southern District of New York (the “Federal District Court”, and together with the New York Supreme Court, the “New York Courts”) and appellate courts from either of them; provided that nothing in this Agreement shall be deemed or operate to preclude (i) any Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Revolving Facility Obligations (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 10.15 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition or and enforcement of any judgment, and each (iii) if all such New York Courts decline jurisdiction over any Person, or decline (or in the case of the parties Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto hereby irrevocably and unconditionally agrees thator involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this sub-clause (a) (after giving effect to the extent permitted by applicable law, all claims applicability of clauses (i) through (iii) of this proviso) would otherwise require to be asserted in respect of a legal proceeding in a New York Court) in any such action or proceeding; (b) consents that any such action or proceeding may be heard and determined brought in such New York State orcourts, agrees, subject to clauses (i) through (iii) of the proviso to sub-clause (a) above, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in bring any such action or proceeding shall be conclusive in such courts 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same; (c) Each party to this Agreement irrevocably consents to agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the manner provided for notices Borrower, the applicable Lender or the Administrative Agent, as the case may be, at the address specified in Section 15. Nothing in this Agreement will 10.01 or at such other address of which the Administrative Agent, any such Lender and the Borrower shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of any party to this Agreement to serve process in any other manner permitted by law or (subject to clause (a) above) shall limit the right to sue in any other jurisdiction; and (e) without limiting the obligations of the Borrower under Section 10.05(b), waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 10.15 any consequential or punitive damages.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor The Borrower hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against any Agent, any Lender or any of their respective Related Parties in any way relating to this Agreement or any other Loan Document (except as otherwise expressly stated therein) or the nonexclusive jurisdiction of transactions relating hereto or thereto, in any forum other than any New York State court or Federal court of the United States of America sitting in the borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each Pledgor of the 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01. 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) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in dollars, into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. on the Business Day preceding that on which final judgment is given, for the purchase of dollars for delivery two Business Days thereafter. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than dollars, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase dollars with the Judgment Currency. If the amount of dollars so purchased is less than the sum originally due to the Administrative Agent in dollars, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor hereby Subsidiary Guarantor irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property, to the nonexclusive jurisdiction litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Secured Party, or any Affiliate of the foregoing, in any way relating to this Guaranty or the transactions relating hereto, in any forum other than the courts of the State of New York State court or Federal court sitting in New York County, and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, submits to the extent permitted by applicable law, jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement Guaranty shall affect any right that the Collateral Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents Guaranty against any Pledgor Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) Each Pledgor of the 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 the other Loan Documents Guaranty in any New York State or Federal federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Guaranty irrevocably consents to service of process in the manner provided for notices in Section 155(d). Nothing in this Agreement Guaranty will affect the right of any party to this Agreement Guaranty to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of Holdings and the Borrower 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that that, to the extent permitted by law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each Pledgor of Holdings and the Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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, thereof in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt referred to in paragraph (a) of this Section. 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the other Loan Documents in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section SECTION 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the courts of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Document against any Pledgor Grantor or Guarantor, or its properties properties, in the courts of any jurisdiction. (b) Each Pledgor of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, 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 the any other Loan Documents Document in any New York State or Federal courtcourt referred to in paragraph (a) of this Section 7.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1510.02 of the Credit Agreement. 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.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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 the other Loan Indenture Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Indenture Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the other Loan Indenture Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsSupport Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Support Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Support Document against any Pledgor Grantor or its properties in the courts of any jurisdiction. (b) Each Pledgor Grantor 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 the other Loan Documents Support Document in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 157.01. Nothing in this Agreement or any other Support Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor the Borrower or its properties in the courts of any jurisdiction. (b) Each Pledgor The Borrower 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 agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1510.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party ▇▇▇▇▇▇▇▇ may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Transaction Documents against any Pledgor Guarantor or its properties in the courts of any jurisdiction. (b) Each Pledgor Guarantor hereby 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 153.07. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Document against any Pledgor Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby Subsidiary Guarantor 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 the any other Loan Documents Document in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1514. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States District Court for the Southern District of America New York, and of the Supreme Court of the State of New York sitting in New York CityCounty, Borough of Manhattan and any appellate court from any thereof,, in any action or proceeding arising out of or relating to this Agreement or the other Loan Operative Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto 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 Collateral Agent or any other Secured Guaranteed Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Operative Documents against any Pledgor Guarantor or its properties in the courts of any jurisdiction. (b) Each Pledgor Guarantor hereby 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 the other Loan Operative Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1513. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Borrower 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party party hereto may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties other party hereto in the courts of any jurisdiction. (b) Each Pledgor Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Borrower hereby irrevocably consents to service of process in the manner provided for notices in Section 159.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each The Pledgor hereby irrevocably and unconditionally submits, for itself himself and its his 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any the Pledgor or its properties in the courts of any jurisdiction. (b) Each The Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it he 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court and of the United States District Court of America the Southern District of New York, in each case, sitting in the Borough of Manhattan in the City of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent any Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or against the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor party hereto hereby 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 the other Loan Documents in any New York State or Federal courtcourt referred to in paragraph (a) of this Section 20. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1522. Nothing in this Agreement any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) The Pledgor hereby irrevocably designates, appoints and empowers Holdings as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and Holdings hereby accepts such designation and appointment.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor party hereto hereby irrevocably and unconditionally submits, for itself and its property, 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 Pledge Agreement or the other Term Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Pledge Agreement shall affect any right that the Collateral Agent or any other Secured Party party hereto may otherwise have to bring any action or proceeding relating to this Pledge Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor party hereto hereby 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 Pledge Agreement or the other Loan Documents in any New York State or Federal courtcourt referred to in Section 22(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Pledge Agreement irrevocably consents to service of process in the manner provided for notices in Section 1516. Nothing in this Pledge Agreement will affect the right of any party to this Pledge Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action PARTICIPATION AGREEMENT or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent Administrative Agent, the Investors or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor of the Loan Parties or its their properties in the courts of any jurisdiction. (b) Each Pledgor of the Loan Parties 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 the other Loan Documents in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto Loan Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any the Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsSupport Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Support Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Document against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the any other Loan Documents Support Document in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1514. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Grantor 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final 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 Collateral Agent Agent, the Administrative Agent, the Issuing Banks or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Grantor or its properties in the courts of any jurisdiction. (b) Each Pledgor Grantor 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 157.01. Nothing in this Agreement will affect affected the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect Notwithstanding the foregoing, any right that the Collateral Agent or any other Secured Party party hereto may otherwise have to bring any an action or proceeding relating in other jurisdictions in respect of its rights under any Security Document governed by a law other than the laws of the State of New York or, with respect to this Agreement or the other Loan Documents against any Pledgor or its properties Collateral, in the courts of any jurisdictiona jurisdiction where such Collateral is located. (b) Each Pledgor Grantor 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 the any other Loan Documents Document in any New York State or Federal courtcourt referred to in paragraph (a) of this Section 9.11. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.2. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Borrower hereby irrevocably and unconditionally submits, for itself and its propertyProperty, 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto 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. Each Subsidiary Borrower designates and directs CBS at its offices at ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent to receive service of any and all process and documents on its behalf in any legal action or proceeding referred to in this Section 9.14 in the State of New York and agrees that service upon such agent shall constitute valid and effective service upon such Subsidiary Borrower and that failure of CBS to give any notice of such service to any Subsidiary Borrower shall not affect or impair in any way the validity of such service or of any judgment rendered in any action or proceeding based thereon. Nothing in this Agreement shall affect any right that the Collateral any Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Borrower or its properties Properties in the courts of any jurisdiction. (b) Each Pledgor Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Borrower hereby irrevocably and unconditionally submits, for itself and its propertyProperty, 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto 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. Each Subsidiary Borrower designates and directs Infinity at its offices at 40 W▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ its agent to receive service of any and all process and documents on its behalf in any legal action or proceeding referred to in this Section 9.14 in the State of New York and agrees that service upon such agent shall constitute valid and effective service upon such Subsidiary Borrower and that failure of Infinity to give any notice of such service to any Subsidiary Borrower shall not affect or impair in any way the validity of such service or of any judgment rendered in any action or proceeding based thereon. Nothing in this Agreement shall affect any right that the Collateral any Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Borrower or its properties Properties in the courts of any jurisdiction. (b) Each Pledgor Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final final, nonappealable 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 Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Guarantor or its properties in the courts of any jurisdiction. (b) Each Pledgor Guarantor hereby 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 the other Loan Documents in any such New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1513. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court Court or Federal court 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party Holder may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) Each Pledgor Subsidiary Guarantor hereby 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1511. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction and venue of any New York State court sitting in the County of New York, or any Federal court of the United States of America sitting in the Southern District of New York City, and any appellate court from any thereofsuch court, in any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgmentAgreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York State court, or, to the extent permitted by law, by removal or otherwise, in such Federal court. It shall be a condition precedent to each party's right to bring any such 16 suit, action or proceeding that such suit, action or proceeding, in the first instance, be brought in such New York State court or, to the extent permitted by law, by removal or otherwise, in such Federal court. If such New York State court or such Federal court refuses to accept jurisdiction with respect thereto, such suit, action or proceeding may be brought in any other court with jurisdiction. No party to this Agreement may move to (i) transfer any such suit, action or proceeding from such New York State court (other than to remove to such Federal court), or from any Federal court sitting in the Southern District of New York to another jurisdiction or district, (ii) consolidate any such suit, action or proceeding brought in such New York State court or such Federal court with a suit, action or proceeding in another jurisdiction or district or (iii) dismiss any such suit, action or proceeding brought in such New York State court or such Federal court for the purpose of bringing the same in another jurisdiction. Each of the parties hereto party agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor party to this Agreement 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 the other Loan Documents in any New York State court sitting in the County of New York, or any Federal courtcourt sitting in the Southern District of New York. Each of the parties hereto party hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, 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 15. Nothing in this Agreement will affect court and further waives the right of any party to this Agreement object, with respect to serve process in any other manner permitted by lawsuch suit, action or proceeding, that such court does not have jurisdiction over such party.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsSupport Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Support Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Support Document against any Pledgor Guarantor or its properties in the courts of any jurisdiction. (b) Each Pledgor Guarantor hereby 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 the any other Loan Documents Support Document in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1514. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of Parent and the Borrower hereby irrevocably and unconditionally submits, for itself and its property, 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Finance Documents against any Pledgor Parent, the Borrower or its their respective properties in the courts of any jurisdiction. (b) Each Pledgor of Parent and the Borrower 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 the other Loan Documents in any New York State or Federal courtcourt referred to in paragraph (a) above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01; provided that that Parent hereby appoints the Borrower as its agent for service of process. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) 14.1 Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court for the Southern District of America sitting in New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other any Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final final, non-appealed judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent Pledgors or any other Secured Party the Lenders may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Document against any Pledgor other party hereto or its their properties in the courts of any jurisdiction. (b) 14.2 Each Pledgor 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 the any other Loan Documents Document in any New York State or Federal courtcourt referred to in Section 14.1. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of any New York State court or Federal court of the United States District Court of America sitting the Southern District of New York and of any state court of the State of New York located in New York City, County and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Administrative Agent or any other Secured Guarantied Party may otherwise have to bring any action or proceeding relating to this Agreement, the Credit Agreement or the other Loan Documents against any Pledgor Guarantor or its properties in the courts of any jurisdiction. (b) . Each Pledgor Guarantor hereby 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) . Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1513. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor To the extent permitted by applicable law, party hereto hereby irrevocably and unconditionally submits, for itself and its property, 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 CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Lender Party or the Collateral Agent or any other Secured Party FRBNY may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Borrower Party or its properties in the courts of any jurisdiction. (b) Each Pledgor party hereto hereby 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 the other Loan Documents in any New York State or Federal federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 158.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final and nonappealable 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 to the full extent permitted by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents consents, to the fullest extent it may legally and effectively do so, to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsDocuments (other than any Loan Documents governed by any law other than New York law), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor the Borrower or its properties in the courts of any jurisdictionjurisdiction if required to realize upon the Collateral as determined in good faith by the Person bringing such action or proceeding. (b) Each Pledgor party 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 the other Loan Documents in any New York State or Federal courtcourt sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01 excluding service of process by mail. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Parity Lien Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent Trustee or any other Secured Party may otherwise have to bring any enforcement action or proceeding relating to this Agreement or the other Loan Parity Lien Documents against any Pledgor Grantor or its properties in the courts of any jurisdiction. (b) Each Pledgor party 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 the other Loan Parity Lien Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America the Southern District of New York sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect Notwithstanding the foregoing, any right that the Collateral Agent or any other Secured Party party hereto may otherwise have to bring any an action or proceeding relating in other jurisdictions in respect of its rights under any Security Document governed by a law other than the laws of the State of New York or, with respect to this Agreement or the other Loan Documents against any Pledgor or its properties Collateral, in the courts of any jurisdictiona jurisdiction where such Collateral is located. (b) Each Pledgor of the 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 the any other Loan Documents Document in any New York State or Federal courtcourt referred to in paragraph (a) of this Section 4.11. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 154.2. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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 the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Document against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the any other Loan Documents Document in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, 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 thereofthereof (collectively, "New York Courts"), in any action or proceeding arising out of or relating to this Agreement Amendment or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement Amendment shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement Amendment or any of the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each Pledgor of the 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 Amendment or the other Loan Documents in any New York State or Federal federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive 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 City, and (or any appellate court from any thereoftherefrom), in any action or proceeding (whether in tort, law or equity) arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgmentjudgment rendered in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding (whether in tort, law or equity) may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding (whether in tort, law or equity) 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 Each party hereto agrees that each of the Administrative Agent and Collateral Agent or any other Secured Party may otherwise have retains the right to bring any action proceedings (whether in tort, law or proceeding relating to this Agreement or the other Loan Documents equity) against any Pledgor or its properties Loan Party in the courts of any jurisdictionother jurisdiction solely in connection with the exercise of its rights under any Security Document. (b) Each Pledgor of the 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 the other Loan Documents in any New York State or Federal federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in the Borough of Manhattan, and of the United States District Court for the Southern District of America New York sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other any Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each Borrower further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to such Borrower at the address specified for the Loan Parties in Section 9.01(a). Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Lender or the Collateral Agent or any other Secured Party Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrowers or any Pledgor other Loan Party or its their properties in the courts of any jurisdiction. (b) Each Pledgor Borrower 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 the other Loan Documents in any New York State or Federal federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor The Borrower agrees that it shall bring any legal action or proceeding against any other party arising out of or relating to any Loan Document or the transactions contemplated hereby or thereby in a New York State court or Federal court of the United States of America sitting in New York County, New York. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of, and each other party to this Credit and Security Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of of, any New York State court or Federal court of the United States of America sitting in New York CityCounty, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Credit and Security Agreement shall affect any right that the Administrative Agent, the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other any Loan Documents against any Pledgor the Borrower or its their properties in the courts of any other jurisdiction. (b) Each Pledgor of the 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 the other any Loan Documents Document in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party The Borrower hereby irrevocably designates and appoints the Process Agent as its authorized agent to accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred to in this Agreement irrevocably Section 9.14 and hereby consents to process being served upon the Process Agent in any such suit, action or proceeding. The Borrower irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service and agrees that such service shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and shall, to the manner provided for notices in Section 15fullest extent permitted by law, be taken and held to be valid and personal service upon and personal delivery to it. Nothing in this Agreement will provision shall affect the right of any party to this Agreement the Administrative Agent, the Collateral Agent or the Lenders to serve process in any other manner permitted by lawlaw or limit the right of the Administrative Agent, the Collateral Agent or the Lenders to bring proceedings against the Borrower in the courts of any jurisdiction or jurisdictions. The Borrower represents and warrants that the Process Agent has agreed in writing to accept such appointment and that a true copy of such designation and acceptance has been delivered to the Collateral Agent. Such designation and appointment shall be irrevocable until all Secured Obligations shall have been paid in full in accordance with the provisions hereof unless another such agent satisfactory to the Collateral Agent has been duly appointed. If such agent shall cease so to act, the Borrower covenants and agrees to designate irrevocably and appoint without delay another such agent satisfactory to the Collateral Agent and to deliver promptly to the Collateral Agent evidence in writing of such other agent’s acceptance of such appointment.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of Holdings and the Borrower 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the any Pledgor other party or its their properties in the courts of any jurisdiction. (b) Each Pledgor of Holdings and the Borrower 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 the other Loan Documents in any New York State or Federal courtcourt (it being understood that such waiver shall not require any suit, action or proceeding initiated in any court to be remanded or removed to any New York State court or any Federal court of the United States of America sitting in New York City). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of SSCC, JSCE and the Borrower 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Loan Party or its properties in the courts of any jurisdiction. (b) Each Pledgor of SSCC, JSCE and the Borrower hereby 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 agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1510.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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, thereof in any action or proceeding arising out of or relating to this Agreement or the other Loan Financing Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt referred to in paragraph (a) of this Section. 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 Euro Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the other Loan Financing Documents in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1514. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of JSC, JSCE and the Borrower 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Loan Party or its properties in the courts of any jurisdiction. (b) Each Pledgor of JSC, JSCE and the Borrower hereby 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 agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1510.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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 the other Loan Reimbursement Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Reimbursement Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the other Loan Reimbursement Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1516. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, 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 thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement Amendment or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement Amendment shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement Amendment or any of the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each Pledgor of the 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 Amendment or the other Loan Documents in any New York State or Federal federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Party hereby irrevocably and unconditionally submits, for itself and its property, 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 the other Loan Transaction Documents, or for recognition or enforcement of any judgment, and each of the parties hereto Parties hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto Parties agrees that a final judgment in any such action or proceeding shall be conclusive and any such final judgment against any Party 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor Party hereby 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 the other Loan Transaction Documents in any New York State or Federal federal court. Each of the parties Party 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 Party irrevocably consents to service of process in the manner and at the address provided for notices in Section 159. Nothing in this Agreement will affect the right of any party to this Agreement Party to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Borrower hereby irrevocably and unconditionally submits, for itself and its propertyProperty, 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto 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. Each Subsidiary Borrower designates and directs Infinity at its offices at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent to receive service of any and all process and documents on its behalf in any legal action or proceeding referred to in this Section 9.14 in the State of New York and agrees that service upon such agent shall constitute valid and effective service upon such Subsidiary Borrower and that failure of Infinity to give any notice of such service to any Subsidiary Borrower shall not affect or impair in any way the validity of such service or of any judgment rendered in any action or proceeding based thereon. Nothing in this Agreement shall affect any right that the Collateral any Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Borrower or its properties Properties in the courts of any jurisdiction. (b) Each Pledgor Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Secured Debt Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any enforcement action or proceeding relating to this Agreement or the other Loan Secured Debt Documents against any Pledgor Grantor or its properties in the courts of any jurisdiction. (b) Each Pledgor party 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 the other Loan Secured Debt Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement The Grantors irrevocably consents consent to service of process in the manner provided for notices in Section 159. Nothing in this Agreement will affect the right of any party Grantor to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor The Administrative Agent, the Borrower and each Guarantor 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right Each of the parties hereto agrees that the Collateral Agent it will not institute or any other Secured Party may otherwise have seek to bring institute any action or proceeding arising out of or relating to this Agreement (other than an action or proceeding seeking enforcement of a judgment) in any forum other than a New York State court or Federal court of the other Loan Documents against any Pledgor or its properties United States of America sitting in the courts of any jurisdictionNew York City. (b) Each Pledgor The Administrative Agent, the Borrower and each Guarantor hereby irrevocably and unconditionally waiveswaive, 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 the other Loan Documents in any New York State or Federal courtcourt of the United States of America sitting in New York. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 157. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor To the extent permitted by applicable law, each party, and the Issuer, hereby irrevocably and unconditionally submits, for itself and its property, 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 CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Security Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Security Documents against any Pledgor Grantor or its properties in the courts of any jurisdiction. (b) Each Pledgor party, and the Issuer, hereby 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 the other Loan Security Documents in any New York State or Federal federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party party, and the Issuer, to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 158.02. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor CBS, CBS Operations and each Borrower 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 CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto 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. Each Subsidiary Borrower designates and directs CBS at its offices at ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent to receive service of any and all process and documents on its behalf in any legal action or proceeding referred to in this Section 9.14 in the State of New York and agrees that service upon such agent shall constitute valid and effective service upon such Subsidiary Borrower and that failure of CBS to give any notice of such service to any Subsidiary Borrower shall not affect or impair in any way the validity of such service or of any judgment rendered in any action or proceeding based thereon. Nothing in this Agreement shall affect any right that the Collateral any Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Borrower or its properties Properties in the courts of any jurisdiction. (b) Each Pledgor Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Loan Party hereby irrevocably and unconditionally submits, for itself and its property, 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 Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court; provided that solely for the purpose of enforcement of the rights of the Administrative Agent, any Collateral Agent and any Lender under this Agreement in Austria, each Loan Party hereby irrevocably and unconditionally also submits, for itself and its property to the jurisdiction of the courts of England. 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, the Collateral Agent Agents or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (ba) Each Pledgor Loan Party 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (cb) Each party to this Agreement irrevocably irrevocably, to the extent permitted under applicable law, consents to service of process in the manner provided for notices in Section 159.01 of the Credit Agreement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (c) Each Loan Party hereby irrevocably designates and appoints RGHI as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Agreement that may be instituted by the Administrative Agent, any Collateral Agent or any Lender in any Federal or state court in the State of New York. Each Loan Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail addressed to RGHI, with written notice of said service to such Loan Party at the address set forth in Section 9.01 of the Credit Agreement shall be effective service of process for any action, suit or proceeding brought in any such court.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor The ------------------------------------------- Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsSupport Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Support Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Support Document against the other Loan Documents against any Pledgor Guarantor or its properties in the courts of any jurisdiction. (b) Each Pledgor The Guarantor hereby 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 the any other Loan Documents Support Document in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1514. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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 the other Loan Documents, or for 12 12 recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 Collateral Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor hereby 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each The Pledgor 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any the Pledgor or its properties in the courts of any jurisdiction. (b) Each The Pledgor hereby 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of Holdings and the Borrowers 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 Restated Credit Agreement or the other Loan Documents, or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Restated Credit Agreement shall affect any right that the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Restated Credit Agreement or the other Loan Documents against any Pledgor the Borrowers, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each Pledgor of Holdings and the Borrowers 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 Restated Credit Agreement or the other Loan Documents in any New York State or Federal courtcourt sitting in New York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Restated Credit Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01. Nothing in this Restated Credit Agreement will affect the right of any party to this Restated Credit Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor Borrower hereby irrevocably and unconditionally submits, for itself and its propertyProperty, 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto 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. Each Subsidiary Borrower designates and directs Viacom at its offices at 1515 Broadway, New York, New York 10036, as its agent to receive service of any and all process and documents on its behalf in any legal action or proceeding ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇.▇▇ ▇▇ ▇▇e State of New York and agrees that service upon such agent shall constitute valid and effective service upon such Subsidiary Borrower and that failure of Viacom to give any notice of such service to any Subsidiary Borrower shall not affect or impair in any way the validity of such service or of any judgment rendered in any action or proceeding based thereon. Nothing in this Agreement shall affect any right that the Collateral any Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor Borrower or its properties Properties in the courts of any jurisdiction. (b) Each Pledgor Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor The Borrower 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that that, to the extent permitted by law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor the Borrower or its properties in the courts of any jurisdiction. (b) Each Pledgor The Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor The Borrower 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or against the other Loan Documents against any Pledgor Borrower or its properties in the courts of any jurisdiction. (b) Each Pledgor The Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1510.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the courts of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the any other Loan Documents Document against any Pledgor Grantor or Guarantor, or its properties properties, in the courts of any jurisdiction. (b) Each Pledgor of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, 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 the any other Loan Documents Document in any New York State or Federal courtcourt referred to in paragraph (a) of this Section 7.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1511.02 of the Credit Agreement. 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.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the parties to this Agreement hereby irrevocably and unconditionally submits, for himself, herself or itself and its property, to the nonexclusive jurisdiction and venue of any New York Delaware State court court, or any Federal court of the United States of America American sitting in New York City, the District of Delaware and any appellate court from any thereofsuch court, in any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgmentAgreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims clams in respect of any such suit, action or proceeding may be heard and determined in such New York Delaware State court, or, to the extent permitted by law, by removal or otherwise, in such Federal court. It shall be a condition precedent to each party's right to bring any such suit, action or proceeding that such suit, action or proceeding, in the first instance, be brought in such Delaware State court or, to the extent permitted by law, by removal or otherwise, in such Federal court. If such Delaware State court, or such Federal court refuses to accept jurisdiction with respect thereto, such suit, action or proceeding may be brought in any other court with jurisdiction. No party to this Agreement may move to (i) transfer any such suit, action or proceeding from such Delaware State court (other than to remove to such Federal court), or from such Federal court sitting in any such suit, action or proceeding brought in such Delaware State court, or any Federal court with a suit, action or proceeding in another jurisdiction or district or (iii) dismiss any such suit, action or proceeding brought in such Delaware State court, or any Federal court sitting in the District of Delaware for the purpose of bringing the same in another jurisdiction. Each of the parties hereto party agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent Each party irrevocably consents to service of process by registered or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdictioncertified mail. (b) Each Pledgor party to this Agreement 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 the other Loan Documents in any New York Delaware State court, or any Federal courtcourt sitting in the District of Delaware. Each of the parties hereto party hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, 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 15. Nothing in this Agreement will affect court and further waives the right of any party to this Agreement object, with respect to serve process in any other manner permitted by lawsuch suit, action or proceeding, that such court does not have jurisdiction over such party.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor The Borrower 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 the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other 45 manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or against the other Loan Documents against any Pledgor Borrower or its properties in the courts of any jurisdiction. (b) Each Pledgor The Borrower 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 the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1510.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the parties hereto 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 for the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably irrevoca- b▇▇ and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto 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 Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each Pledgor of the 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 the other Loan Documents in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 159.15 of the Revolving Credit Agreement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor 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, thereof in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt referred to in paragraph (a) of this Section. 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 Collateral Agent or any other Secured Party Creditor may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) . Each Pledgor hereby 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 the other Loan Documents in any New York State or Federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) . Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 1514. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Pledgor of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, any New York State court or Federal federal court of the United States of America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsDocuments (other than under any Security Document governed by a law other than the laws of the State of New York or with respect to any Collateral subject thereto), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent any Lender or any other Secured Party Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or any Pledgor Loan Party or its their properties in the courts of any jurisdiction. (b) Each Pledgor The Borrower 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 the other Loan Documents in any New York State or Federal federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.