Common use of Governing Law; Jurisdiction; Construction Clause in Contracts

Governing Law; Jurisdiction; Construction. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT RESULT IN THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. ANY JUDICIAL PROCEEDING AGAINST PLEDGOR WITH RESPECT TO THE SECURED OBLIGATIONS, THIS AGREEMENT, OR ANY RELATED AGREEMENT MAY BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK COUNTY, STATE OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, PLEDGOR (a) ACCEPTS THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY, (b) WAIVES PERSONAL SERVICE OF PROCESS, (c) AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 6.4 HEREOF, AND (d) WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED IN THE AFORESAID COURTS AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION, VENUE, CONVENIENCE OR FORUM NON CONVENIENS. NOTHING SHALL AFFECT THE RIGHT OF SECURED PARTY OR ANY LENDER TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF SECURED PARTY OR ANY LENDER TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION HAVING JURISDICTION. ANY JUDICIAL PROCEEDINGS AGAINST SECURED PARTY OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, THE SECURED OBLIGATIONS, THIS AGREEMENT OR ANY RELATED AGREEMENT SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT LOCATED IN NEW YORK COUNTY, STATE OF NEW YORK. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT IT PARTICIPATED IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT WITH THE ASSISTANCE OF ITS OWN COUNSEL AND THAT, ACCORDINGLY, NO PARTY SHALL MOVE OR PETITION A COURT CONSTRUING THIS AGREEMENT TO CONSTRUE IT MORE STRINGENTLY AGAINST ONE PARTY THAN AGAINST ANY OTHER.

Governing Law; Jurisdiction; Construction. THIS AGREEMENT SHALL BE DEEMED This Agreement (a) shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law and (b) shall be given a fair and reasonable construction in accordance with the intentions of the parties hereto and without regard to, or aid of, any rules of construction requiring construction against any party drafting this Agreement. The parties agree that this Agreement has been made in the New York, New York and that exclusive jurisdiction for matters arising under this Agreement shall be in the State courts in New York County, New York. Each party by signing this Agreement irrevocably consents to and shall submit to such jurisdiction. TRANSFEREE DOES HEREBY DESIGNATE AND APPOINT: CT CORPORATION SYSTEM 000 XXXXXX XXXXXX, 00XX XXXXX XXX XXXX, XXX XXXX 00000 TEL.: (000) 000-0000 AS ITS AUTHORIZED AGENT TO BE A CONTRACT MADE UNDER ACCEPT AND GOVERNED BY THE INTERNAL LAWS ACKNOWLEDGE ON ITS BEHALF SERVICE OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT RESULT IN THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. ANY JUDICIAL PROCEEDING AGAINST PLEDGOR WITH RESPECT TO THE SECURED OBLIGATIONS, THIS AGREEMENT, OR ANY RELATED AGREEMENT AND ALL PROCESS WHICH MAY BE BROUGHT SERVED IN THE ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURTS LOCATED COURT IN NEW YORK COUNTYYORK, STATE OF NEW YORK. BY EXECUTION , AND DELIVERY OF THIS AGREEMENT, PLEDGOR (a) ACCEPTS THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY, (b) WAIVES PERSONAL SERVICE OF PROCESS, (c) AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 6.4 HEREOF, AND (d) WAIVES ANY OBJECTION DELIVERED TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED TRANSFEREE IN THE AFORESAID COURTS AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF JURISDICTION, VENUE, CONVENIENCE OR FORUM NON CONVENIENS. NOTHING SHALL AFFECT THE RIGHT OF SECURED PARTY OR ANY LENDER TO SERVE PROCESS UPON TRANSFEREE IN ANY MANNER PERMITTED BY LAW SUCH SUIT, ACTION OR SHALL LIMIT THE RIGHT OF SECURED PARTY OR ANY LENDER TO BRING PROCEEDINGS AGAINST PLEDGOR PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION HAVING JURISDICTION. ANY JUDICIAL PROCEEDINGS AGAINST SECURED PARTY OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, THE SECURED OBLIGATIONS, THIS AGREEMENT OR ANY RELATED AGREEMENT SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT LOCATED IN NEW YORK COUNTY, STATE OF NEW YORK. EACH TRANSFEREE (I) SHALL GIVE PROMPT NOTICE TO TRANSFEROR OF THE PARTIES HERETO ACKNOWLEDGES THAT IT PARTICIPATED IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT WITH THE ASSISTANCE ANY CHANGED ADDRESS OF ITS OWN COUNSEL AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND THATFROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, ACCORDINGLYNEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), NO PARTY AND (III) SHALL MOVE PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR PETITION IS DISSOLVED WITHOUT LEAVING A COURT CONSTRUING THIS AGREEMENT TO CONSTRUE IT MORE STRINGENTLY AGAINST ONE PARTY THAN AGAINST ANY OTHERSUCCESSOR. Each party hereto acknowledges that it has participated in the drafting of this Agreement, and any applicable rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in connection with the construction or interpretation hereof. Each party has been represented by independent counsel in connection with this Agreement. The provisions of this Section 24 shall survive the Closing and/or a termination of this Agreement.

Governing Law; Jurisdiction; Construction. THIS AGREEMENT SHALL BE DEEMED TO GOVERNED BY, AND SHALL BE A CONTRACT MADE UNDER CONSTRUED AND GOVERNED BY ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT RESULT IN THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTIONPRINCIPLES. ANY JUDICIAL PROCEEDING AGAINST PLEDGOR WITH RESPECT HEREBY CONSENTS TO THE SECURED OBLIGATIONS, THIS AGREEMENT, JURISDICTION OF ANY STATE OR ANY RELATED AGREEMENT MAY BE BROUGHT IN FEDERAL COURT LOCATED WITHIN THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK COUNTYCOUNTY OF DALLAS, STATE OF NEW YORKTEXAS AND IRREVOCABLY AGREES THAT, SUBJECT TO TRUSTEE'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE INDENTURE SHALL BE LITIGATED IN SUCH COURTS. BY EXECUTION PLEDGOR EXPRESSLY SUBMITS AND DELIVERY OF THIS AGREEMENT, PLEDGOR (a) ACCEPTS CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO BE BOUND BY WAIVES ANY JUDGMENT RENDERED THEREBY, (b) DEFENSE OF FORUM NON CONVENIENS. PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF PROCESS, (c) ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS UPON IT MAY BE MADE UPON PLEDGOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS FOR NOTICES SPECIFIED IN ADDRESSED TO PLEDGOR PURSUANT TO SECTION 6.4 18 HEREOF, AND (d) WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED IN THE AFORESAID COURTS AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION, VENUE, CONVENIENCE OR FORUM NON CONVENIENS. NOTHING SHALL AFFECT THE RIGHT OF SECURED PARTY OR ANY LENDER TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF SECURED PARTY OR ANY LENDER TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION HAVING JURISDICTION. ANY JUDICIAL PROCEEDINGS AGAINST SECURED PARTY OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, THE SECURED OBLIGATIONS, THIS AGREEMENT OR ANY RELATED AGREEMENT SERVICE SO MADE SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT LOCATED IN NEW YORK COUNTY, STATE OF NEW YORKCOMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED. EACH OF THE PARTIES HERETO PLEDGOR ACKNOWLEDGES THAT IT PLEDGOR PARTICIPATED IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT WITH THE ASSISTANCE OF ITS OWN COUNSEL AND THAT, ACCORDINGLY, NO PARTY PLEDGOR SHALL NOT MOVE OR PETITION A COURT CONSTRUING THIS AGREEMENT TO CONSTRUE IT MORE STRINGENTLY AGAINST ONE PARTY THAN AGAINST ANY OTHER.