Common use of GOVERNING LAW; CONSENT TO FORUM Clause in Contracts

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in Dallas, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas; provided, however, that if any of the Collateral shall be located in any jurisdiction other than Texas, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s Lien upon such Collateral and the enforcement of Agent’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of Texas. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender or Agent, each Credit Party hereby consents and agrees that any U.S. Federal or Texas State Court sitting in Dallas, Texas shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit Parties, Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party hereby waives any objection which such Credit Party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit Party’s actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in DallasAtlanta, TexasGeorgia. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasGeorgia; provided, however, that if any of the Collateral shall be located in any jurisdiction other than TexasGeorgia, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s 's Lien upon such Collateral and the enforcement of Agent’s 's other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasGeorgia. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender or Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas State the Superior Court sitting in Dallasof Xxxx County, Texas Georgia, or, at Agent's option, the United States District Court for the Northern District of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrower, Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party Borrower hereby waives any objection which such Credit Party Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Courtconveniens. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit Party’s Borrower's actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in DallasAtlanta, TexasGeorgia. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasGeorgia; provided, however, that if any of the Collateral shall be located in any jurisdiction other than TexasGeorgia, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s 's Lien upon such Collateral and the enforcement of Agent’s 's other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasGeorgia. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender or Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas State the Superior Court sitting in Dallasof Xxxx County, Texas Georgia, or, at Agent's option, the United States District Court for the Northern District of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrower, Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party Borrower hereby waives any objection which such Credit Party Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit Party’s Borrower's actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in DallasChicago, TexasIllinois. This Agreement shall be governed by and construed in accordance with The internal law, not the laws law of conflicts, of the State of Texas; providedIllinois shall govern all questions concerning the construction, however, that if any validity and interpretation of this Agreement and the performance of the Collateral shall be located in any jurisdiction other than Texas, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s Lien upon such Collateral and the enforcement of Agent’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of Texasobligations imposed by this Agreement. As part of the consideration for new value the Purchase Price received, Seller and regardless Parent hereby consent and agree that the Circuit Court of any present or future domicile or principal place Xxxx County, Illinois, or, at Purchaser's option, the United States District Court for the Northern District of business of any BorrowerIllinois, any Lender or AgentEastern Division, each Credit Party hereby consents and agrees that any U.S. Federal or Texas State Court sitting in Dallas, Texas shall have exclusive jurisdiction to hear and determine any claims or disputes among any or all of the Credit Parties, Agent and Lenders parties pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Seller and Parent expressly submits submit and consents consent in advance to such jurisdiction in any action or suit commenced in any such Courtcourt, and each Credit Party hereby waives waive any objection which such Credit Party either of them may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents consent to the granting of such legal or equitable relief as is deemed appropriate by such Courtcourt. Each Credit Party Seller and Parent hereby waives waive personal service of the summons, complaint and other process issued in any such action or suit and agrees agree that service of such summons, complaint and other process may be made by registered or certified mail addressed to such Credit Party Seller at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit Party’s Seller's actual receipt thereof or 3 three (3) days after deposit in the U.S. mailsMail, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent Purchaser to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent Purchaser of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in DallasNew York, TexasNew York. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasNew York (without giving effect to the conflict of law principles thereof); provided, however, that that, if any of the Collateral shall be located in any jurisdiction other than TexasNew York, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of the applicable Agent’s Lien upon such Collateral and the enforcement of such Agent’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasNew York. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of off business of any Borrower, any Lender or any Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas State the United States District Court sitting for the Southern District of New York located in Dallas, Texas New York County (the “Southern District”) shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrowers, Agent Agents and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced commenced, in any such Court, and each Credit Party Borrower hereby waives any objection which that such Credit Party Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit PartyBorrower’s actual receipt thereof or 3 days four (4) Business Days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Administrative Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Administrative Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.. Each Canadian Loan Party hereby agrees to irrevocably and unconditionally appoint an agent for service of process located in The City of New York (the “New York Process Agent”). reasonably satisfactory to Administrative Agent, as its agent to receive on behalf of such Canadian Loan Party and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in the Southern District described in paragraph, (a) of this subsection

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in Dallas, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasNew York; provided, however, that if any of the Collateral shall be located in any jurisdiction other than TexasNew York, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s Lien upon such Collateral and the enforcement of Agent’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasNew York. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any BorrowerBorrowers, any Lender or Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas the state courts for the State of New York, or, at Agent’s option, the United States District Court sitting in Dallasfor the Southern District of New York, Texas shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrowers, Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party Borrower hereby waives any objection which that such Credit Party Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit PartyBorrower’s actual receipt thereof or 3 three (3) days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction. Nothing herein shall limit the right of Agent or any Lender to bring proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement Guaranty has been negotiated, executed and delivered at and shall be deemed to have been made in DallasNashville, TexasTennessee. This Agreement Guaranty shall be governed by and construed in accordance with the internal laws of the State of Texas; provided, however, that if any of the Collateral shall be located in any jurisdiction other than Texas, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s Lien upon such Collateral and the enforcement of Agent’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasTennessee. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any BorrowerGuarantor or Lenders, any Lender or Agent, each Credit Party Guarantor hereby consents and agrees that any U.S. Federal or Texas State Court Tennessee state courts sitting in DallasDavidson County, Texas Tennessee, or, at Agent's option, the United States District Court for the Middle District of Tennessee, shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit Parties, Agent between Guarantor and Lenders pertaining to this Agreement Guaranty or to any matter arising out of or related to this AgreementGuaranty; provided, however, Lenders may, at their option, commence any action, suit or proceeding in any other appropriate forum or jurisdiction to obtain possession of or foreclosure upon any collateral, to obtain equitable relief or to enforce any judgment or order obtained by Lenders against Guarantor or with respect to any collateral, to enforce any other right or remedy under this Guaranty or to obtain any other relief deemed appropriate by Lenders. Each Credit Party Guarantor expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Courtcourt, and each Credit Party Guarantor hereby waives any objection which such Credit Party Guarantor may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Courtcourt. Each Credit Party Guarantor hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to such Credit Party Guarantor at the address set forth in this Agreement Guaranty and that service so made shall be deemed completed upon the earlier of such Credit Party’s Guarantor's actual receipt thereof or 3 three (3) days after deposit in the U.S. mailsUnited States Mails, proper postage prepaid. Nothing in this Agreement Guaranty shall be deemed or operate to affect the right of Agent Lenders to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed negotiated and delivered at and shall be deemed to have been made in DallasAtlanta, TexasGeorgia. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasGeorgia; provided, however, that that, if any of the Collateral shall be located in any jurisdiction other than TexasGeorgia, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Administrative Agent’s Lien upon such Collateral and the enforcement of Administrative Agent’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasGeorgia. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender or Administrative Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas State the Superior Court sitting in Dallasof Xxxx County, Texas Georgia, or, at Administrative Agent’s option, the United States District Court for the Northern District of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrowers, Administrative Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party Borrower hereby waives any objection which that such Credit Party Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit PartyBorrower’s actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.of

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in DallasAtlanta, TexasGeorgia. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasGeorgia; provided, however, that that, if any of the Collateral shall be located in any jurisdiction other than TexasGeorgia, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s Lender's Lien upon such Collateral and the enforcement of Agent’s Lender's other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasGeorgia. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any BorrowerBorrower or Lender, any Lender or Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas State the Superior Court sitting in Dallasof Xxxx County, Texas Georgia, or, at Lender's option, the United States District Court for the Northern District of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit Parties, Agent Borrower and Lenders Lender pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party Borrower hereby waives any objection which such Credit Party that Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit Party’s Borrower's actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent Lender to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent Lender of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in Dallas, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas; provided, however, that if any of the Collateral shall be located in any jurisdiction other than Texas, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s 's Lien upon such Collateral and the enforcement of Agent’s 's other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of Texas. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender or Agent, each Credit Party hereby consents and agrees that any U.S. Federal or Texas State Court sitting in Dallas, Texas shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit Parties, Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party hereby waives any objection which such Credit Party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit Party’s 's actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in Dallas, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasGeorgia; provided, however, that if any of the Collateral shall be located in any jurisdiction other than TexasGeorgia, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of DIP Agent’s Lien upon such Collateral and the enforcement of DIP Agent’s other rights and remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasGeorgia. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any BorrowerBorrowers, any DIP Lender or DIP Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas the state courts for the State of Georgia, or, at DIP Agent’s option, the United States District Court sitting in Dallasfor the Northern District of Georgia, Texas shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrower, DIP Agent and Lenders any DIP Lender pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Courtcourt, and each Credit Party Borrower hereby waives any objection which that such Credit Party Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Courtcourt. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit PartyBorrower’s actual receipt thereof or 3 three (3) days after deposit in the U.S. mailsmail, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of DIP Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by DIP Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction. Nothing herein shall limit the right of DIP Agent or any DIP Lender to bring proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Agreement shall be deemed to preclude enforcement by DIP Agent of any judgment or order obtained in any forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in DallasAtlanta, TexasGeorgia. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasGeorgia; provided, however, that that, if any of the Collateral shall be located in any jurisdiction other than TexasGeorgia, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s 's Lien upon such Collateral and the enforcement of Agent’s 's other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasGeorgia. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender or Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas State the Superior Court sitting in Dallasof Xxxx County, Texas Georgia, or, at Agent's option, the United States District Court for the Northern District of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrowers, Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party Borrower hereby waives any objection which that such Credit Party Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit Party’s Borrower's actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in DallasAtlanta, TexasGeorgia. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasGeorgia; provided, however, that if any of the Collateral shall be located in any jurisdiction other than TexasGeorgia, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s Lien upon such Collateral and the enforcement of Agent’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasGeorgia. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender or Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas State the Superior Court sitting in Dallasof Xxxx County, Texas Georgia, or, at Agent’s option, the United States District Court for the Northern District of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrowers, Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party Borrower hereby waives any objection which such Credit Party Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit PartyBorrower’s actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in DallasAtlanta, TexasGeorgia. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasGeorgia; provided, however, that if any of the Collateral shall be located in any jurisdiction other than TexasGeorgia, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s 's Lien upon such Collateral and the enforcement of Agent’s 's other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasGeorgia. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender or Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas State the Superior Court sitting in Dallasof Cobb Xxxnty, Texas Georgia, or, at Agent's option, the United States District Court for the Northern District of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrower, Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party Borrower hereby waives any objection which such Credit Party that Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit Party’s Borrower's actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to -60- 66 preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in DallasAtlanta, TexasGeorgia. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasGeorgia; provided, however, that that, if any of the Collateral shall be located in any jurisdiction other than TexasGeorgia, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s 's Lien upon such Collateral and the enforcement of Agent’s 's other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasGeorgia. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender or Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas State the Superior Court sitting in Dallasof Cobb County, Texas Georgia, or, at Agent's option, the United States District Court for the Northern Xxstrict of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrowers, Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party Borrower hereby waives any objection which that such Credit Party Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit Party’s Borrower's actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in DallasNew York, TexasNew York. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasNew York (without giving effect to the conflict of law principles thereof); provided, however, that that, if any of the Collateral shall be located in any jurisdiction other than TexasNew York, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of the applicable Agent’s Lien upon such Collateral and the enforcement of such Agent’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasNew York. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender Lender, any Collateral Agent or any Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas State the United States District Court sitting for the Southern District of New York located in Dallas, Texas New York County (the “Southern District”) shall have the exclusive jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrowers, Agent Agents, Collateral Agents and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such exclusive jurisdiction in any action or suit commenced commenced, in any such Court, and each Credit Party Borrower hereby waives any objection which that such Credit Party Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit PartyBorrower’s actual receipt thereof or 3 days four (4) Business Days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Administrative Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Administrative Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction. Each Canadian Loan Party hereby agrees to irrevocably and unconditionally appoint an agent for service of process located in The City of New York (the “New York Process Agent”), reasonably satisfactory to Administrative Agent, as its agent to receive on behalf of such Canadian Loan Party and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in the Southern District described in paragraph (a) of this subsection 11.13(f) and agrees promptly to appoint a successor New York Process Agent in The City of New York (which successor New York Process Agent shall accept such appointment in a writing reasonably satisfactory to Administrative Agent) prior to the termination for any reason of the appointment of the initial New York Process Agent. CT Corporation, a WoltersKluwer Company, located at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, telephone: 000-000-0000, facsimile: 212-590-9190, has been appointed as the initial New York Process Agent. In any action or proceeding in the Southern District, service may be made on a Canadian Loan Party by delivering a copy of such process to such Canadian Loan Party in care of the New York Process Agent at the New York Process Agent’s address and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Canadian Loan Party at its address specified in subsection 11.2 with (if applicable) a copy to the Borrower Agent (such service to be effective upon such receipt by the New York Process Agent and the depositing of such process in the mails as aforesaid). Each Canadian Loan Party hereby irrevocably and unconditionally authorizes and directs the New York Process Agent to accept such service on its behalf. As an alternate method of service, each Canadian Loan Party irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in the Southern District by mailing of copies of such process to such Canadian Loan Party by certified or registered air mail at its address specified in Section 15.9. Each Canadian Loan Party agrees that, to the fullest extent permitted by applicable 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. To the extent that a Canadian Loan Party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from setoff or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Canadian Loan Party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement and any Credit Document.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been ------------------------------- negotiated, executed and delivered at and shall be deemed to have been made in DallasGlastonbury, TexasConnecticut. This Agreement shall be governed by and construed in accordance with the laws of the State of TexasConnecticut; provided, however, that if -------- ------- any of the Collateral shall be located in any jurisdiction other than TexasConnecticut, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s 's Lien upon such Collateral and the enforcement of Agent’s 's other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of TexasConnecticut. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender or Agent, each Credit Party Borrower hereby consents and agrees that any U.S. Federal or Texas the State of Connecticut Superior Court sitting in DallasJuridicial District of Hartford/New Britain at Hartford, Texas or, at Agent's option, the United States District Court for the District of Connecticut, Hartford Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of the Credit PartiesBorrowers, Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Credit Party Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and each Credit Party Borrower hereby waives any objection which such Credit Party Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and ----- --- ---------- hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Credit Party Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Credit Party Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Credit Party’s Borrower's actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.