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

GOVERNING LAW; CONSENT TO FORUM. This Agreement shall be deemed to have been made in New York, New York, and shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflict of law provisions that would cause the laws of another jurisdiction to apply. Each Obligor hereby consents to the non-exclusive jurisdiction of any United States federal court sitting in or with direct or indirect jurisdiction over the Southern District of New York or any state or superior court sitting in New York County, New York, in any action, suit or other proceeding arising out of or relating to this Agreement or any of the other Loan Documents; and each Obligor irrevocably agrees that all claims and demands in respect of any such action, suit or proceeding may be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such action, suit or proceeding brought in any such court or that such court is an inconvenient forum. The Agent and each Lender reserves the right to bring proceedings against any Obligor in the courts of any other jurisdiction. Nothing in this Agreement shall be deemed or operate to affect the right of the Agent or any Lender to serve legal process in any other manner permitted by law or to preclude the enforcement by the Agent or such 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 shall be deemed and the other Loan Documents are intended to have been made in New York, New York, take effect as sealed instruments and shall be governed by and construed in accordance with and governed by the internal laws of the State of New YorkIllinois, without regard to any the conflict of law provisions that would cause laws principles thereof, except to the laws of another jurisdiction to applyextent otherwise provided in the Loan Documents. Each Obligor and Individual Limited Guarantor hereby consents to the non-exclusive jurisdiction of any United States federal court sitting in or with direct or indirect jurisdiction over the Southern Northern District of New York Illinois or any state or superior court sitting in New York the City of Chicago, Cook County, New YorkIllinois, in any action, suit or other proceeding arising out of or relating to this Agreement or any of the other Loan Documents; and each Obligor and Individual Limited Guarantor irrevocably agrees that all claims and demands in respect of any such action, suit or proceeding may be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such action, suit or proceeding brought in any such court or that such court is an inconvenient forum. The Administrative Agent and each Lender reserves the right to bring proceedings against any Obligor or Individual Limited Guarantor in the courts of any other jurisdiction. Nothing in this Agreement or any other Loan Document shall be deemed or operate to affect the right of the Administrative Agent or any Lender to serve legal process in any other manner permitted by law or to preclude the enforcement by the Administrative Agent or such Lender of any judgment or order obtained in such forum or the taking of any action under this Agreement or any other Loan Document to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement shall be deemed and the other Loan Documents are intended to have been made in New York, New York, take effect as sealed instruments and shall be governed by and construed in accordance with and governed by the internal laws of the State of New York, without regard to any the conflict of law provisions that would cause laws principles thereof, except to the laws extent otherwise provided in the Loan Documents. Borrower, on behalf of another jurisdiction to apply. Each Obligor itself and each of its Subsidiaries, hereby consents to the non-exclusive jurisdiction of any United States federal court sitting in or with direct or indirect jurisdiction over the Southern District Borough of New York Manhattan or any state or superior court sitting in New York County, New Yorkthe Borough of Manhattan, in any action, suit or other proceeding arising out of or relating to this Agreement or any of the other Loan Documents; and each Obligor irrevocably agrees that all claims and demands in respect of any such action, suit or proceeding involving any Obligor pertaining to this Agreement or any Loan Document may be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such action, suit or proceeding brought in any such court or that such court is an inconvenient forum. The Administrative Agent and each Lender reserves the right to bring proceedings against any Obligor in the courts of any other jurisdiction. Nothing in this Agreement or any other Loan Document shall be deemed or operate to affect the right of the Administrative Agent or any Lender to serve legal process in any other manner permitted by law or to preclude the enforcement by the Administrative Agent or such Lender of any judgment or order obtained in such forum or the taking of any action under this Agreement or any other Loan Document to enforce same in any other appropriate forum or jurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This Agreement shall be deemed to have been made in New York, New York, and shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflict of law provisions that would cause the laws of another jurisdiction to apply. Each Obligor hereby consents to the non-exclusive jurisdiction of any United States federal court sitting in or with direct or indirect jurisdiction over the Southern District of New York or any state or superior court sitting in New York County, New York, in any action, suit or other proceeding arising out of or relating to this Agreement or any of the other Loan Documents; and each Obligor irrevocably agrees that all claims and demands in respect of any such action, suit or proceeding may be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such action, suit or proceeding brought in any such court or that such court is an inconvenient forum. The Agent and each Lender reserves the right to bring proceedings against any Obligor in the courts of any other jurisdiction. Nothing in this Agreement shall be deemed or operate to affect the right of the Agent or any Lender to serve legal process in any other manner permitted by law or to preclude the enforcement by the Agent or such 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.. 72 LEGAL02/43794753v644831389v7

GOVERNING LAW; CONSENT TO FORUM. This Agreement shall be deemed to have been made in New York, New York, and shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflict of law provisions that would cause the laws of another jurisdiction to apply. Each Obligor hereby consents to the non-exclusive jurisdiction of any United States federal court sitting in or with direct or indirect jurisdiction over the Southern District of New York or any state or superior court sitting in New York County, New York, in any action, suit or other proceeding arising out of or relating to this Agreement or any of the other Loan Documents; and each Obligor irrevocably agrees that all claims and demands in respect of any such action, suit or proceeding may be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such action, suit or proceeding brought in any such court or that such court is an inconvenient forum. The Agent and each Lender reserves the right to bring proceedings against any Obligor in the courts of any other jurisdiction. Nothing in this Agreement shall be deemed or operate to affect the right of the Agent or any Lender to serve legal process in any other manner permitted by law or to preclude the enforcement by the Agent or such 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 shall be deemed to have been made in New Yorkgoverned, New Yorkinterpreted, construed and enforced exclusively by, and shall be governed by and construed in accordance with with, the internal laws Laws of the State of New YorkDelaware. Any suit, without regard action or Proceeding seeking to enforce any conflict of law provisions that would cause the laws of another jurisdiction to apply. Each Obligor hereby consents to the non-exclusive jurisdiction of provision of, or based on any United States federal court sitting in or with direct or indirect jurisdiction over the Southern District of New York or any state or superior court sitting in New York County, New York, in any action, suit or other proceeding matter arising out of or relating to in connection with, this Agreement, whether in contract, tort or otherwise, must be brought in the federal courts of the United States of America located in the District of Delaware, or the courts of the State of Delaware, so long as one of such courts have subject-matter jurisdiction over the suit, action or Proceeding, and that any cause of action arising out of this Agreement or any will be deemed to have arisen from a transaction of business in the State of Delaware. Each of the other Loan Documents; Parties hereby irrevocably consents to the jurisdiction of such courts (and each Obligor irrevocably agrees that all claims and demands in respect of any such action, suit or proceeding may be heard and determined the appropriate appellate courts therefrom) in any such court suit, action or Proceeding and irrevocably waives waives, to the fullest extent permitted by Law, any objection that it may now or hereafter later have as to the laying of the venue of any such actionsuit, suit action or proceeding brought Proceeding in any such court or that any such suit, action or Proceeding that is brought in any such court is has been brought in an inconvenient forumform. The Agent and each Lender reserves Service of process, summons, notice or other document by registered mail to the right to bring proceedings against address set forth in Section 7.3 will be effective service of process for any Obligor in the courts of any suit, action or other jurisdiction. Nothing in this Agreement shall be deemed or operate to affect the right of the Agent or any Lender to serve legal process Proceeding brought in any other manner permitted by law or to preclude the enforcement by the Agent or such 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 jurisdictioncourt.

GOVERNING LAW; CONSENT TO FORUM. This Agreement shall be deemed to have been made in New York, New York, and shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflict of law provisions that would cause the laws of another jurisdiction to apply. Each Obligor hereby consents to the non-non- exclusive jurisdiction of any United States federal court sitting in or with direct or indirect jurisdiction over the Southern District of New York or any state or superior court sitting in New York County, New York, in any action, suit or other proceeding arising out of or relating to this Agreement or any of the other Loan Documents; and each Obligor irrevocably agrees that all claims and demands in respect of any such action, suit or proceeding may be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such action, suit or proceeding brought in any such court or that such court is an inconvenient forum. The Agent and each Lender reserves the right to bring proceedings against any Obligor in the courts of any other jurisdiction. Nothing in this Agreement shall be deemed or operate to affect the right of the Agent or any Lender to serve legal process in any other manner permitted by law or to preclude the enforcement by the Agent or such 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 executed and delivered at and shall be deemed to have been made in New York, New York, and . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, York without regard giving effect to any the conflict of law provisions laws rules therein. The parties hereto hereby consent and agree that would cause the laws New York State Supreme Court located in the County of another jurisdiction to apply. Each Obligor hereby consents to New York or the non-exclusive jurisdiction of any United States federal court sitting in or with direct or indirect jurisdiction over District Court for the Southern District of New York or the Superior Court of the City and County of San Francisco, shall have exclusive jurisdiction to hear and determine any state claims or superior court sitting in New York County, New York, in disputes between the parties hereto pertaining to this Agreement or to any action, suit or other proceeding matter arising out of or relating related to this Agreement Agreement. The parties hereto expressly submit and consent in advance to such jurisdiction in any action or any of the other Loan Documents; and each Obligor irrevocably agrees that all claims and demands in respect of any such action, suit or proceeding may be heard and determined commenced in any such court court, and irrevocably waives hereby waive any objection which it may now have based upon lack of personal jurisdiction, improper venue or hereafter have as forum non conveniens and hereby consent to the venue of any granting for such action, suit legal or proceeding brought in any equitable relief as is deemed appropriate by such court or that such court is an inconvenient forum. The Agent and each Lender reserves the right to bring proceedings against any Obligor in the courts of any other jurisdictioncourt. Nothing in this Agreement shall be deemed or operate to affect the right of the Agent or any Lender either party to serve legal process in any other manner permitted by law law, or to preclude the enforcement by the Agent or such Lender either party 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. The prevailing party in any such action or suit shall be entitled to recover reasonable costs and expenses (including attorneys fees and expenses) incurred by it in connection with such proceedings.