Common use of Governing Law and Submission to Jurisdiction Clause in Contracts

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTON. (ii) THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF WASHINGTON SITTING IN KING COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF WASHINGTON, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTONNEW YORK. (ii) THE BORROWER PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF WASHINGTON NEW YORK SITTING IN KING COUNTY AND OF THE UNITED STATES XXX XXXX XXXX XXX XX XXX XXXXXX XXXXXX DISTRICT COURT OF THE WESTERN SOUTHERN DISTRICT OF WASHINGTONNEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONTHE STATE OF WASHINGTON.

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT AGREEMENT, THE NOTES, THE EXCHANGE NOTES AND THE PRIVATE EXCHANGE NOTES SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTON. (ii) NEW YORK. NO PROCEEDING RELATED TO THIS AGREEMENT OR THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITSTRANSACTIONS CONTEMPLATED HEREBY MAY BE COMMENCED, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF WASHINGTON SITTING NEW YORK LOCATED IN KING THE CITY AND COUNTY AND OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT OF XXXXXX XXXXXX XXXXXXXX XXXXX FOR THE WESTERN SOUTHERN DISTRICT OF WASHINGTONNEW YORK, WHICH COURTS SHALL HAVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND ANY APPELLATE COURT FROM ANY THEREOF, THE COMPANIES AND THE GUARANTOR HEREBY CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANIES AND THE GUARANTOR HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR PROCEEDING OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AGREEMENT. THE COMPANIES AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES GUARANTOR AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANIES AND THE GUARANTOR AND MAY BE ENFORCED IN ANY OTHER JURISDICTIONS COURTS IN THE JURISDICTION OF WHICH ANY OF THE COMPANIES OR THE GUARANTOR IS OR MAY BE SUBJECT, BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONUPON SUCH JUDGMENT.

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTONNEW YORK. (ii) THE BORROWER PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF WASHINGTON NEW YORK SITTING IN KING COUNTY NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN SOUTHERN DISTRICT OF WASHINGTONNEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONTHE STATE OF WASHINGTON.

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT AGREEMENT, THE NOTES, THE EXCHANGE NOTES AND THE PRIVATE EXCHANGE NOTES SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTON. (ii) NEW YORK. NO PROCEEDING RELATED TO THIS AGREEMENT OR THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITSTRANSACTIONS CONTEMPLATED HEREBY MAY BE COMMENCED, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF WASHINGTON SITTING NEW YORK LOCATED IN KING THE CITY AND COUNTY AND OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT OF FOR THE WESTERN SOUTHERN DISTRICT OF WASHINGTONNEW YORK, WHICH COURTS SHALL HAVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND ANY APPELLATE COURT FROM ANY THEREOF, THE COMPANY HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR PROCEEDING OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF AGREEMENT. THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO COMPANY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER JURISDICTIONS COURTS IN THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONUPON SUCH JUDGMENT.

Governing Law and Submission to Jurisdiction. (ia) THIS AGREEMENT GUARANTY SHALL BE GOVERNED BY, BY AND CONSTRUED INTERPRETED IN ACCORDANCE WITH, WITH THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTONNEW YORK WITHOUT REGARD TO THE CONFLICT-OF-LAWS PROVISIONS THEREOF. (iib) THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE NONEXCLUSIVE JURISDICTION OF ANY OPERATIVE AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF WASHINGTON SITTING IN KING COUNTY AND NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT COURT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, THE GUARANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS EQUIPMENT, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE WESTERN DISTRICT AFORESAID COURTS. THE GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF WASHINGTON, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION VENUE OR PROCEEDING ARISING OUT BASED ON THE GROUNDS OF FORUM NON CONVENIENS. WHICH IT MAY NOW OR RELATING HEREAFTER HAVE TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT BRINGING OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE JURISDICTION IS NONEXCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT DOES NOT PRECLUDE THE ADMINISTRATIVE AGENT OR THE LESSORS FROM OBTAINING JURISDICTION OVER THE GUARANTOR IN ANY LENDER MAY COURT OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY HAVING JURISDICTION.

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTON. (ii) NEW YORK. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, THE BANK EACH HEREBY SUBMIT TO THE NONEXCLUSIVE EXCLUSIVE JURISDICTION OF (i) THE COURTS OF THE STATE OF WASHINGTON NEW YORK SITTING IN KING COUNTY NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF WASHINGTON, AND ANY APPELLATE COURT FROM ANY THEREOF(ii) XXX XXXXXX XXXXXX XXXXXX XXXXXXX IN NEW YORK CITY, IN ANY ACTION OR PROCEEDING ARISING OUT BROUGHT AGAINST HIM OR IT HEREUNDER UNDER THE NOTE OR UNDER THE PLEDGE AGREEMENT. IN CONNECTION THEREWITH, THE BORROWER AND THE BANK EACH WAIVES (A) ALL OBJECTIONS TO VENUE IN THE COURTS DESCRIBED IN CLAUSES (i) AND (ii) OR THE PRECEDING SENTENCE AND (B) ANY ARGUMENT THAT SUCH A FORUM IS INCONVENIENT. SERVICE OF SUMMONS OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT LEGAL PROCESS MAY BE MADE BY MAILING A COPY OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION SUMMONS OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT OTHER LEGAL PROCESS IN ANY SUCH ACTION OR PROCEEDING TO THE BORROWER OR THE BANK IN ANY SUCH ACTION OR PROCEEDING TO THE BORROWER OR THE BANK (AS THE CASE MAY BE) BY CERTIFIED MAIL. THE MAILING, AS HEREIN PROVIDED, OF SUCH SUMMONS OR OTHER LEGAL PROCESS IN ANY SUCH ACTION OR PROCEEDING SHALL BE DEEMED PERSONAL SERVICE AND ACCEPTED BY THE BORROWER OR THE BANK (AS THE CASE MAY BE) FOR ALL PURPOSES OF ANY SUCH ACTION OR PROCEEDING. FINAL JUDGMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT, AND A CERTIFIED OR EXEMPLIFIED COPY OF A FINAL JUDGMENT SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OF THE BORROWER OR THE BANK (AS THE CASE MAY BE) IN ANY OTHER MANNER PROVIDED BY LAWSUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE BORROWER AND THE BANK EACH AGREES TO BRING ANY ACTION ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES RELATED DOCUMENTS EXCLUSIVELY IN THE COURTS OF ANY JURISDICTIONTHE STATE OF NEW YORK OR IN THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK, NEW YORK.

Governing Law and Submission to Jurisdiction. (ia) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTONwhether of the State of Colorado or any other jurisdiction). (iib) THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITSANY LEGAL SUIT, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF WASHINGTON SITTING IN KING COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF WASHINGTON, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO BASED UPON THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY OTHER LOAN DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR FOR RECOGNITION THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR ENFORCEMENT THE COURTS OF ANY JUDGMENTTHE STATE OF COLORADO IN EACH CASE LOCATED IN THE CITY OF DENVER AND COUNTY OF DENVER, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT BROUGHT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED COURT HAS BEEN BROUGHT IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONAN INCONVENIENT FORUM.

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT GUARANTY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, BY THE INTERNAL LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTON. (ii) THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITSNEW YORK, FOR ITSELF AND ITS PROPERTY, EXCEPT TO THE NONEXCLUSIVE EXTENT THAT THE VALIDITY OR PERFECTION OF ANY SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OF THE COURTS OF OTHER THAN THE STATE OF WASHINGTON SITTING IN KING COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF WASHINGTONNEW YORK. ANY LEGAL SUIT, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS AGREEMENT GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR ANY OTHER LOAN DOCUMENTSTATE COURT IN XXX XXXX XX XXX XXXX, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENTXXXXXX XX XXX XXXX, AND EACH PURSUANT TO SECTION 5-1402 OF THE PARTIES HERETO IRREVOCABLY NEW YORK GENERAL OBLIGATIONS LAW AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BH IGUARANTOR, XX XX GUARANTOR AND BH III GUARANTOR DO HEREBY DESIGNATE AND APPOINT: XXXXXXX XXXXXXXXXX C/O BAY HARBOUR MANAGEMENT, L.C., 000 XXXXX XXXXXX XXX XXXX, XX 00000 AS THEIR AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON EACH OF THEIR BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON ANY FEDERAL OR STATE COURT ORIN NEW YORK, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWNEW YORK, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AND AGREES THAT A FINAL JUDGMENT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, 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 IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS STATE OF ANY JURISDICTIONNEW YORK.

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTON. NEW YORK. THE BORROWER AND THE BANK EACH HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF (i) XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN NEW YORK CITY AND (ii) THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES COURTS OF THE STATE OF WASHINGTON SITTING IN KING COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF WASHINGTON, AND ANY APPELLATE COURT FROM ANY THEREOFNEW YORK CITY, IN ANY ACTION OR PROCEEDING ARISING OUT BROUGHT AGAINST HIM OR IT HEREUNDER UNDER THE NOTE OR UNDER THE PLEDGE AGREEMENT. IN CONNECTION THEREWITH, THE BORROWER AND THE BANK EACH WAIVES (A) ALL OBJECTIONS TO VENUE IN THE COURTS DESCRIBED IN CLAUSES (i) AND (ii) OR THE PRECEDING SENTENCE AND (B) ANY ARGUMENT THAT SUCH A FORUM IS INCONVENIENT. SERVICE OF SUMMONS OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT LEGAL PROCESS MAY BE MADE BY MAILING A COPY OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION SUMMONS OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT OTHER LEGAL PROCESS IN ANY SUCH ACTION OR PROCEEDING TO THE BORROWER OR THE BANK IN ANY SUCH ACTION OR PROCEEDING TO THE BORROWER OR THE BANK (AS THE CASE MAY BE) BY CERTIFIED MAIL. THE MAILING, AS HEREIN PROVIDED, OF SUCH SUMMONS OR OTHER LEGAL PROCESS IN ANY SUCH ACTION OR PROCEEDING SHALL BE DEEMED PERSONAL SERVICE AND ACCEPTED BY THE BORROWER OR THE BANK (AS THE CASE MAY BE) FOR ALL PURPOSES OF ANY SUCH ACTION OR PROCEEDING. FINAL JUDGMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT, AND A CERTIFIED OR EXEMPLIFIED COPY OF A FINAL JUDGMENT SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OF THE BORROWER OR THE BANK (AS THE CASE MAY BE) IN ANY OTHER MANNER PROVIDED BY LAWSUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE BORROWER AND THE BANK EACH AGREES TO BRING ANY ACTION ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES RELATED DOCUMENTS EXCLUSIVELY IN THE COURTS OF ANY JURISDICTIONTHE STATE OF NEW YORK OR IN THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK, NEW YORK.

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, BY THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTON. (ii) MISSOURI, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES. EACH BORROWER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY ANY BORROWER AND ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT SHALL BE LITIGATED IN THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITSCIRCUIT COURT OF ST. LOUIS COUNTY, FOR ITSELF AND ITS PROPERTYMISSOURI, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF WASHINGTON SITTING IN KING COUNTY AND OF OR THE UNITED STATES DISTRICT COURT OF FOR THE WESTERN EASTERN DISTRICT OF WASHINGTONMISSOURI OR, IF LENDER INITIATES SUCH ACTION, ANY COURT IN WHICH LENDER SHALL INITIATE SUCH ACTION AND ANY APPELLATE COURT FROM ANY THEREOF, WHICH HAS JURISDICTION. EACH BORROWER HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING ARISING OUT COMMENCED BY LENDER IN ANY OF SUCH COURTS. EACH BORROWER WAIVES ANY CLAIM THAT ST. LOUIS COUNTY, MISSOURI OR RELATING THE EASTERN DISTRICT OF MISSOURI IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. THE EXCLUSIVE CHOICE OF FORUM FOR BORROWERS SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO THIS AGREEMENT OR PRECLUDE THE ENFORCEMENT BY LENDER OF ANY JUDGMENT OBTAINED IN ANY OTHER LOAN DOCUMENT, FORUM OR FOR RECOGNITION OR ENFORCEMENT THE TAKING BY LENDER OF ANY JUDGMENTACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND EACH OF BORROWER HEREBY WAIVES THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF RIGHT, IF ANY, TO COLLATERALLY ATTACK ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONACTION.

Governing Law and Submission to Jurisdiction. (ia) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to conflict of law principles (except Sections 5-1401 and 5-1402 of the New York General Obligations Law). (b) WITH RESPECT TO ANY PROCEEDING RELATING TO THIS AGREEMENT (AN “ACTION”), SUCH PROCEEDING SHALL BE GOVERNED BYBROUGHT IN THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK OR, AND CONSTRUED IN ACCORDANCE WITHTO THE EXTENT FEDERAL JURISDICTION IS NOT PERMITTED, THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) COURTS OF THE STATE OF WASHINGTON. (ii) THE BORROWER IRREVOCABLY NEW YORK SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN, AND UNCONDITIONALLY SUBMITSBY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NONEXCLUSIVE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE COURTS LAYING OF VENUE OR BASED ON THE STATE GROUNDS OF WASHINGTON SITTING IN KING COUNTY AND FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF THE UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF WASHINGTON, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT IN SUCH JURISDICTION IN RESPECT OF OR RELATING TO THIS AGREEMENT OR OTHER DOCUMENT RELATED HERETO. EACH PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT MEANS PERMITTED BY APPLICABLE LAWTHE LAW OF SUCH STATE. NOTWITHSTANDING THE FOREGOING, 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 SHALL PRECLUDE EITHER PARTY FROM BRINGING AN ACTION IN ANY OTHER LOAN DOCUMENT SHALL AFFECT JURISDICTION IN ORDER TO ENFORCE ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING JUDGMENT OBTAINED IN ANY ACTION REFERRED TO IN THE PRECEDING SENTENCE, NOR WILL THE BRINGING OF ANY ENFORCEMENT ACTIONS IN ANY ONE OR PROCEEDING RELATING TO THIS AGREEMENT OR MORE JURISDICTIONS ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PRECLUDE THE BRINGING OF ENFORCEMENT ACTIONS IN ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (c) Notwithstanding anything to the contrary set forth herein, any action brought by MLC to obtain possession, custody or control of any assets constituting Collateral or to exercise any rights in respect of any lien affecting such assets may be commenced in a court of competent jurisdiction in the State in which such asset is located.

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT AND ALL AMENDMENTS HERETO, AND ANY AND ALL CLAIMS, DEMANDS OR ACTIONS OR IN ANY WAY RELATING HERETO OR INVOLVING ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT OR TORT, AT LAW, IN EQUITY OR STATUTORILY, SHALL BE GOVERNED BYGOVERNED, CONSTRUED AND CONSTRUED INTERPRETED IN ACCORDANCE WITH, WITH THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTON. (ii) THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITSTEXAS, FOR ITSELF AND ITS PROPERTY, WITHOUT GIVING EFFECT TO THE NONEXCLUSIVE PRINCIPLES OF CHOICE OF LAWS OF SUCH STATE. EACH PARTY HERETO IRREVOCABLY SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES, NORTHERN DISTRICT OF TEXAS, FORT WORTH DIVISION, AND TO THE COURTS OF THE STATE OF WASHINGTON SITTING TEXAS LOCATED IN KING COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF WASHINGTONTARRANT COUNTY, AND TEXAS, AS TO ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION LEGAL PROCEEDING DIRECTLY OR PROCEEDING ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTAGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENTAS IT MAY BE AMENDED FROM TIME TO TIME, AND EACH AGREES AND CONSENTS THAT SERVICE OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING PROCESS MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT HAD UPON IT IN ANY SUCH ACTION OR PROCEEDING DISPUTES. EACH SUBSIDIARY OF INTERTAN WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS ON IT AND IRREVOCABLY APPOINTS INTERTAN INC. AS THE DESIGNATED REGISTERED AGENT FOR THE PURPOSE OF ACCEPTING SERVICE OF PROCESS WITHIN THE STATE OF TEXAS. INTERTAN AND ITS SUBSIDIARIES ALSO CONSENT TO SERVICE OF PROCESS BY REGISTERED MAIL DIRECTED TO INTERTAN, INC.'S PRINCIPAL OFFICE IN FORT WORTH, TEXAS AND SERVICE SO MADE SHALL BE CONCLUSIVE AND MAY DEEMED TO BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON COMPLETED TEN (10) DAYS AFTER THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SAME SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONBEEN POSTED.

Governing Law and Submission to Jurisdiction. (ia) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to conflict of law principles (except Sections 5-1401 and 5-1402 of the New York General Obligations Law). (b) WITH RESPECT TO ANY PROCEEDING RELATING TO THIS AGREEMENT (AN “ACTION”), SUCH PROCEEDING SHALL BE GOVERNED BYBROUGHT IN THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK OR, AND CONSTRUED IN ACCORDANCE WITHTO THE EXTENT FEDERAL JURISDICTION IS NOT PERMITTED, THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) COURTS OF THE STATE OF WASHINGTON. (ii) THE BORROWER IRREVOCABLY NEW YORK SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN, AND UNCONDITIONALLY SUBMITSBY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NONEXCLUSIVE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE COURTS LAYING OF VENUE OR BASED ON THE STATE GROUNDS OF WASHINGTON SITTING IN KING COUNTY AND FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. HAVE TO THE BRINGING OF THE UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF WASHINGTON, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT IN SUCH JURISDICTION IN RESPECT OF OR RELATING TO THIS AGREEMENT OR OTHER DOCUMENT RELATED HERETO. EACH PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT MEANS PERMITTED BY APPLICABLE LAWTHE LAW OF SUCH STATE. NOTWITHSTANDING THE FOREGOING, 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 SHALL PRECLUDE EITHER PARTY FROM BRINGING AN ACTION IN ANY OTHER LOAN DOCUMENT SHALL AFFECT JURISDICTION IN ORDER TO ENFORCE ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING JUDGMENT OBTAINED IN ANY ACTION REFERRED TO IN THE PRECEDING SENTENCE, NOR WILL THE BRINGING OF ANY ENFORCEMENT ACTIONS IN ANY ONE OR PROCEEDING RELATING TO THIS AGREEMENT OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF ENFORCEMENT ACTIONS IN ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (c) Notwithstanding anything to the contrary set forth herein, any action brought by MLC to obtain possession, custody or control of any assets constituting Collateral or to exercise any rights in respect of any lien affecting such assets may be commenced in a court of competent jurisdiction in the State in which such asset is located.

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT AND ALL AMENDMENTS HERETO, AND ANY AND ALL CLAIMS, DEMANDS OR ACTIONS OR IN ANY WAY RELATING HERETO OR INVOLVING ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT OR TORT, AT LAW, IN EQUITY OR STATUTORILY, SHALL BE GOVERNED BYGOVERNED, CONSTRUED AND CONSTRUED INTERPRETED IN ACCORDANCE WITH, WITH THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTON. (ii) THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITSTEXAS, FOR ITSELF AND ITS PROPERTY, WITHOUT GIVING EFFECT TO THE NONEXCLUSIVE PRINCIPLES OF CHOICE OF LAWS OF SUCH STATE. EACH PARTY HERETO IRREVOCABLY SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES, NORTHERN DISTRICT OF TEXAS, FORT WORTH DIVISION, AND TO THE COURTS OF THE STATE OF WASHINGTON SITTING TEXAS LOCATED IN KING COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF WASHINGTONTARRANT COUNTY, AND TEXAS, AS TO ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION LEGAL PROCEEDING DIRECTLY OR PROCEEDING ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTAGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENTAS IT MAY BE AMENDED FROM TIME TO TIME, AND EACH AGREES AND CONSENTS THAT SERVICE OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING PROCESS MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT HAD UPON IT IN ANY SUCH ACTION OR PROCEEDING DISPUTES. INTERTAN AND ITC EACH WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ON IT. INTERTAN AND ITC ALSO CONSENT TO SERVICE OF PROCESS BY REGISTERED MAIL DIRECTED TO INTERTAN, INC.'S XXXXXXXXX XXXXXX XX XXXXXXX, XXXXXXX, XXXXXX AND SERVICE SO MADE SHALL BE CONCLUSIVE AND MAY DEEMED TO BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON COMPLETED TEN (10) DAYS AFTER THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SAME SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONBEEN POSTED.

Governing Law and Submission to Jurisdiction. (i) THIS AGREEMENT AND ALL AMENDMENTS HERETO, AND ANY AND ALL CLAIMS, DEMANDS OR ACTIONS OR IN ANY WAY RELATING HERETO OR INVOLVING ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT OR TORT, AT LAW, IN EQUITY OR STATUTORILY, SHALL BE GOVERNED BYGOVERNED, CONSTRUED AND CONSTRUED INTERPRETED IN ACCORDANCE WITH, WITH THE LAWS (OTHER THAN THE RULES REGARDING CONFLICTS OF LAWS) OF THE STATE OF WASHINGTON. (ii) THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITSTEXAS, FOR ITSELF AND ITS PROPERTY, WITHOUT GIVING EFFECT TO THE NONEXCLUSIVE PRINCIPLES OF CHOICE OF LAWS OF SUCH STATE. EACH PARTY HERETO IRREVOCABLY SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES, NORTHERN DISTRICT OF TEXAS, FORT WORTH DIVISION, AND TO THE COURTS OF THE STATE OF WASHINGTON SITTING TEXAS LOCATED IN KING COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF WASHINGTONTARRANT COUNTY, AND TEXAS, AS TO ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION LEGAL PROCEEDING DIRECTLY OR PROCEEDING ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTAGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENTAS IT MAY BE AMENDED FROM TIME TO TIME, AND EACH AGREES AND CONSENTS THAT SERVICE OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING PROCESS MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT HAD UPON IT IN ANY SUCH ACTION OR PROCEEDING DISPUTES. INTERTAN AND ITC EACH WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ON IT. INTERTAN AND ITC ALSO CONSENT TO SERVICE OF PROCESS BY REGISTERED MAIL DIRECTED TO INTERTAN, INC.'S PRINCIPAL OFFICE IN XXXXXXX, XXXXXXX, XXXXXX AND SERVICE SO MADE SHALL BE CONCLUSIVE AND MAY DEEMED TO BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON COMPLETED TEN (10) DAYS AFTER THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SAME SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONBEEN POSTED.