THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
AGREEMENT MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF
NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN). THE PLEDGORS AND THE
AGENT FURTHER ACCEPT, GENERALLY AND UNCONDITIONALLY, THE NON EXCLUSIVE
JURISDICTION OF SUCH COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLY (i)
AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY WITH RESPECT TO THIS
AGREEMENT AND (ii) WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION ANY OF THEM MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT
FORUM. THE PLEDGORS AND THE AGENT FURTHER AGREE THAT SERVICE OF PROCESS IN ANY
SUCH SUIT MAY BE MADE UPON ANY PLEDGOR BY MAIL AT THE BORROWER'S ADDRESS
SPECIFIED IN §19 OF THE CREDIT AGREEMENT. IN ADDITION TO THE COURTS OF THE STATE
OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT MAY BRING ACTION(S)
FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY COLLATERAL OR ASSETS OF THE
PLEDGORS EXIST AND EACH PLEDGOR CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON SUCH
PLEDGOR BY MAIL AT THE BORROWER'S ADDRESS SPECIFIED IN §19 OF THE CREDIT
AGREEMENT. EACH PLEDGOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE FOREGOING
CHOICE OF NEW YORK LAW WAS A MATERIAL INDUCEMENT TO THE AGENT AND THE LENDERS IN
ENTERING INTO THIS AGREEMENT AND IN MAKING THE LOANS UNDER THE CREDIT AGREEMENT.
(k)
The initial Pledgors hereunder shall be each of the signatories hereto, which
are listed on Schedule I attached hereto. From time to time after the date
hereof, additional Subsidiaries of the Borrower may become parties hereto as
additional
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Pledgors (each an "Additional Pledgor") by executing a joinder agreement in the
form of Exhibit B attached hereto or any other form as Agent may approve (the
form attached as Exhibit B hereto or any other such form approved by Agent, a
"Joinder Agreement"). Upon delivery of any such Joinder Agreement to Agent,
notice of which is hereby waived by the Pledgors, each such Additional Pledgor
shall be a Pledgor hereunder and shall be a party hereto as if such Additional
Pledgor were an original signatory hereof and any such Joinder Agreement may
amend or supplement Schedule II and/or Schedule III attached hereto to reflect
such Additional Pledgor and any Collateral owned by it without the consent of
any other Pledgor. Each Pledgor expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any
other Pledgor hereunder, or by any election by Agent not to cause any Subsidiary
of Borrower to become an Additional Pledgor hereunder. This Agreement shall be
fully effective as to any Pledgor that is or becomes a party hereto regardless
of whether any such person becomes or fails to become or ceases to be a Pledgor
hereunder.
[Signature