Common use of Governing Law; Submission to Process Clause in Contracts

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OKLAHOMA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR SUCH RESTRICTED PERSON AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE ------------------------------------ EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND THE LOAN DOCUMENTS SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMA, CALIFORNIA AND OF THE UNITED STATES OF AMERICA (WITHOUT REGARD TO CALIFORNIA PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW). EACH OF BORROWER AND PARENT HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RESTRICTED RELATED PERSON HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY THE STATE OR AND FEDERAL COURT LOCATED WITHIN COURTS SITTING IN THE STATE OF CALIFORNIA AND THE COUNTY OF TULSA, STATE OF OKLAHOMA, LOS ANGELES AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON IT OR ANY OF ITS SUBSIDIARIES IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR THE OBLIGATIONS BY ANY MEANS ALLOWED UNDER CALIFORNIA OR FEDERAL LAW. EACH OF BORROWER AND PARENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH OTHER RESTRICTED PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR PROCEEDING BROUGHT IN SUCH RESTRICTED PERSON AT THE ADDRESS SET FORTH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME SUCH A COURT HAS BEEN POSTEDBROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF ARIZONA AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMAARIZONA AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. CHAPTER 15 OF TEXAS REVISED CIVIL STATUTES ANNOTATED ARTICLE 5069 (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR TO THE NOTES. BORROWER HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION NON-EXCLUSIVE JURSIDCTION OF ANY THE STATE OR AND FEDERAL COURT LOCATED WITHIN COURTS SITTING IN THE COUNTY OF TULSA, STATE OF OKLAHOMA, ARIZONA AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT OR SUCH OTHER ANY RESTRICTED PERSON IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR THE OBLIGATIONS BY CERTIFIED ANY MEANS ALLOWED UNDER ARIZONA OR REGISTERED MAILFEDERAL LAW. THE PARTIES HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT, RETURN RECEIPT REQUESTEDBY WAY OF MOTION, ADDRESSED AS A DEFENSE OR OTHERWISE, THAT ANY SUCH PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND FURTHER AGREE TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF ARIZONA TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN MARICOPA COUNTY, ARIZONA. IN FURTHERANCE THEREOF, BORROWER OR SUCH RESTRICTED PERSON AT AND BANK PARTIES EACH HEREBY ACKNOWLEDGE AND AGREE THAT IT WAS NOT INCONVENIENT FOR THEM TO NEGOTIATE AND RECEIVE BENEFITS OF THE ADDRESS SET FORTH IN TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN SUCH COUNTY AND SERVICE SO MADE THAT IT WILL BE NEITHER INCONVENIENT NOR UNFAIR TO LITIGATE OR OTHERWISE RESOLVE ANY DISPUTES OR CLAIMS IN A COURT SITTING IN SUCH COUNTY. NOTHING HEREIN SHALL BE COMPLETE TEN (10) DAYS AFTER AFFECT THE SAME HAS BEEN POSTEDRIGHT OF BANK PARTIES TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF BANK PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN COURTS OF ANY OTHER JURISDICTION."

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER (a) EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS, AND FURTHER AGREES TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF NEW YORK TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY LENDER PARTIES IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST LENDER PARTIES AND ANY QUESTIONS RELATING TO USURY. BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL 68 APPLY TO THE LOAN DOCUMENTS AND WAIVE ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS AND WAIVES ANY DEFENSE ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CT CORPORATION SYSTEM, 1633 XXXXXXXX, XXX XXXX, XXX XXXX 00000, XX AGENT OF BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDER PARTIES A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. BORROWER SHALL NOT REVOKE SUCH APPOINTMENT BUT IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO LENDER PARTIES THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS BANK PARTIES MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS COURTS, AND FURTHER AGREES TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF NEW YORK TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY BANK PARTIES IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST BANK PARTIES AND ANY QUESTIONS RELATING TO USURY. BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CT CORPORATION SYSTEM, 1633 XXXXXXXX, XXX XXXX, XXX XXXX, XX AGENT OF BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO BANK PARTIES A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AND SERVICE SO MADE AGREEMENT. NOTHING HEREIN SHALL BE COMPLETE TEN (10) DAYS AFTER AFFECT THE SAME HAS BEEN POSTED.RIGHT OF BANK PARTIES TO SERVE PROCESS

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENT, AND TRANSACTION DOCUMENTS SHALL IN ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL RESPECTS BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OKLAHOMA, WITHOUT TEXAS WIThOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLES. BORROWER AND EACH OTHER RESTRICTED PERSON OF THE PARTIES HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS ITSELF TO THE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS TEXAS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT OR ANY OF THE RELATED PERSONS IN ANY LEGAL PROCEEDING RELATING TO THE TRANSACTION DOCUMENTS OR THE OBLIGATIONS BY ANY MEANS ALLOWED UNDER TEXAS OR FEDERAL LAW. ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY WAY RELATED TO ANY OF THE TRANSACTION DOCUMENTS SHALL BE BROUGHT AND LITIGATED EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION, TO THE EXTENT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE IN THE FEDERAL DISTRICT COURTS SITTING IN DALLAS COUNTY, TEXAS. THE PARTIES HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, THAT ANY SUCH OTHER RESTRICTED PERSON PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER. IN FURTHERANCE THEREOF, EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGE AND AGREE THAT IT WAS NOT INCONVENIENT FOR THEM TO NEGOTIATE AND FUND THE TRANSACTIONS CONTEMPLATED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR SUCH RESTRICTED PERSON AT THE ADDRESS SET FORTH IN THIS AGREEMENT IN SUCH COUNTY AND SERVICE SO MADE SHALL THAT IT WILL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTEDNEITHER INCONVENIENT NOR UNFAIR TO LITIGATE OR OTHERWISE RESOLVE ANY DISPUTES OR CLAIMS IN A COURT SITTING IN SUCH COUNTY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. EACH BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST SUCH BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS COURTS. EACH BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, EACH BORROWER HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CORPORATION SERVICE COMPANY, 00 XXXXX XXXXXX, XXXXXX, XXX XXXX 00000, AS AGENT OF SUCH BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST SUCH BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY SUCH BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON SENT BY REGISTERED MAIL TO THE RELEVANT BORROWER OR SUCH OTHER RESTRICTED PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF SUCH BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. EACH BORROWER SHALL FURNISH TO LENDER PARTIES A CONSENT OF CORPORATION SERVICE COMPANY AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL 103 AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CORPORATION SERVICE COMPANY SHALL RESIGN OR OTHERWISE CEASE TO ACT AS ANY BORROWER’S AGENT, EACH BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CORPORATION SERVICE COMPANY FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS COURTS. BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL 72 APPOINTS CORPORATION SERVICE COMPANY, 00 XXXXX XXXXXX, XXXXXX, XXX XXXX 00000, AS AGENT OF BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDER PARTIES A CONSENT OF CORPORATION SERVICE COMPANY AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CORPORATION SERVICE COMPANY SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CORPORATION SERVICE COMPANY FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO AGENT THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OKLAHOMACOLORADO, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. BORROWER AND EACH OTHER RESTRICTED PERSON CREDIT PARTY HEREBY CONSENTS CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSADENVER, STATE OF OKLAHOMACOLORADO, AND IRREVOCABLY AGREES AGREE THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON CREDIT PARTY EXPRESSLY SUBMITS SUBMIT AND CONSENTS CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES WAIVE ANY DEFENSE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON CREDIT PARTY HEREBY WAIVES WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON CREDIT PARTY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR SUCH RESTRICTED PERSON OTHER CREDIT PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT ------------------------------------ THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS COURTS. BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CORPORATION SERVICE COMPANY, 00 XXXXX XXXXXX, XXXXXX, XXX XXXX 00000, AS AGENT OF BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDER PARTIES A CONSENT OF CORPORATION SERVICE COMPANY AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CORPORATION SERVICE COMPANY SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CORPORATION SERVICE COMPANY FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO AGENT THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS BANK PARTIES MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS COURTS, AND FURTHER AGREES TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF NEW YORK TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY BANK PARTIES IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST BANK PARTIES AND ANY QUESTIONS RELATING TO USURY. BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CT CORPORATION SYSTEM, 1633 XXXXXXXX, XXX XXXX, XXX XXXX, XX AGENT OF BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH 76 PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO BANK PARTIES A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF BANK PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF BANK PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO BANK PARTIES THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE NOTE, AND EACH OTHER LOAN DOCUMENT, AND ALL OF THE MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW LAW, OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OKLAHOMACOLORADO, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES; PROVIDED THAT THE MORTGAGES SHALL BE GOVERNED BY THE LAWS ELECTED THEREIN. THE BORROWER AND EACH OTHER RESTRICTED PERSON CREDIT PARTY HEREBY CONSENTS CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSADENVER, STATE OF OKLAHOMACOLORADO, AND IRREVOCABLY AGREES AGREE THAT, SUBJECT TO THE ADMINISTRATIVE AGENT’S ELECTION, ALL OF THE ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. THE BORROWER AND EACH OTHER RESTRICTED PERSON CREDIT PARTY EXPRESSLY SUBMITS SUBMIT AND CONSENTS CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES WAIVE ANY DEFENSE OF FORUM NON CONVENIENSNONCONVENIENS. THE BORROWER AND EACH OTHER RESTRICTED PERSON CREDIT PARTY HEREBY WAIVES WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON THE BORROWER OR SUCH OTHER RESTRICTED PERSON CREDIT PARTY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE BORROWER OR SUCH RESTRICTED PERSON OTHER CREDIT PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS COURTS. BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON APPOINTS CORPORATION SERVICE COMPANY, 80 STATE STREET, ALBANY, NEW YORK 10000, XX XXXXX XX XXXXXXXX XX XXXXXXX XERVICE OF ALL PROCESS BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY WAIVES PERSONAL ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY AND ALL SUCH PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY SO SERVED SHALL ALSO BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDER PARTIES A CONSENT OF CORPORATION SERVICE COMPANY AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CORPORATION SERVICE COMPANY SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CORPORATION SERVICE COMPANY FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO AGENT THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE NOTE. THE COMPANY HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS TEXAS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR SUCH OTHER RESTRICTED PERSON THE OBLIGATIONS BY CERTIFIED ANY MEANS ALLOWED UNDER TEXAS OR REGISTERED MAILFEDERAL LAW. IN ADDITION TO THE PLACES OF PAYMENT SPECIFIED IN THE NOTES, RETURN RECEIPT REQUESTEDTHE COMPANY AND EACH LENDER STIPULATE AND AGREE THAT DALLAS COUNTY, ADDRESSED TO BORROWER TEXAS IS AN APPROPRIATE AND ACCEPTABLE VENUE FOR ANY STATE OR SUCH RESTRICTED PERSON AT FEDERAL COURT ACTION CONCERNING THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTEDLOAN DOCUMENTS.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMA, WITHOUT REGARD TO CONFLICTS NEW YORK AND THE LAWS OF LAWS PRINCIPLESTHE UNITED STATES OF AMERICA. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS COURTS. BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CORPORATION SERVICE COMPANY, 00 XXXXX XXXXXX, XXXXXX, XXX XXXX 00000, AS AGENT OF BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDER PARTIES A CONSENT OF CORPORATION SERVICE COMPANY AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CORPORATION SERVICE COMPANY SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CORPORATION SERVICE COMPANY FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO AGENT THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE NOTE. THE COMPANY HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS TEXAS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR SUCH OTHER RESTRICTED PERSON THE OBLIGATIONS BY CERTIFIED ANY MEANS ALLOWED UNDER TEXAS OR REGISTERED MAILFEDERAL LAW. IN ADDITION TO THE PLACES OF PAYMENT SPECIFIED IN THE NOTES, RETURN RECEIPT REQUESTEDTHE COMPANY AND LENDER STIPULATE AND AGREE THAT TARRANT COUNTY, ADDRESSED TO BORROWER TEXAS IS AN APPROPRIATE AND ACCEPTABLE VENUE FOR ANY STATE OR SUCH RESTRICTED PERSON AT FEDERAL COURT ACTION CONCERNING THE ADDRESS SET FORTH IN LOAN DOCUMENTS. NOTWITHSTANDING THE FOREGOING, ANY DISPUTE ARISING FROM THIS AGREEMENT AND SERVICE SO MADE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT SHALL BE COMPLETE TEN (10) DAYS AFTER GOVERNED IN ACCORDANCE WTH THE SAME HAS BEEN POSTEDRULES OF PROCEDURE FOR CHRISTIAN CONCILIATION, OF THE INSTITUTE FOR CHRISTIAN CONCILIATION [PEACEMAKER MINISTRIES]. BOTH PARTIES REALIZE AND AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES, AND MAY NOT LATER LITIGATE THESE OR ANY OTHER RELATED MATTERS IN ANY COURT.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED RELATED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST ANY RELATED PERSON WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OF THE LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR (TO THE JURISDICTION EXTENT THEY HAVE SUBJECT MATTER JURISDICTION) OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY UNITED STATES OF TULSAAMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDERS MAY ELECT, STATE OF OKLAHOMAAND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED RELATED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY LENDERS IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST ANY LENDER AND ANY QUESTIONS RELATING TO USURY. EACH RELATED PERSON AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. BORROWER AND IN FURTHERANCE OF THE FOREGOING, EACH OTHER RESTRICTED RELATED PERSON HEREBY WAIVES PERSONAL IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, 0000 XXXXXXXX, XXX XXXX, XXX XXXX, AS ITS ADMINISTRATIVE AGENT TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST IT WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SENT BY REGISTERED MAIL TO SUCH OTHER RESTRICTED PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR SUCH RESTRICTED RELATED PERSON AT THE ADDRESS OF PARENT SET FORTH BELOW, BUT THE FAILURE OF SUCH RELATED PERSON TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. EACH RELATED PERSON SHALL FURNISH TO THE ADMINISTRATIVE AGENT A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY LENDER TO BRING PROCEEDINGS AGAINST ANY RELATED PERSON IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS AGENT, EACH RELATED PERSON HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO LENDERS TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO LENDERS THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO LENDER) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER (a) EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER CHAPTER 15 OF THE TEXAS REVISED CIVIL STATUTES ANNOTATED ARTICLE 5069 (WHICH REGULATES REVOLVING CREDIT LOANS AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR THE OTHER NOTES. BORROWER HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OF THE LOAN DOCUMENTS SHALL MAY BE LITIGATED BROUGHT IN SUCH COURTS. THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF TEXAS AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS COURTS, AND FURTHER AGREES TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF TEXAS TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN TEXAS, AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY LENDER PARTIES IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST LENDER PARTIES AND ANY QUESTIONS RELATING TO USURY. BORROWER WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CT CORPORATION SYSTEM, 350 XXXXX XX. XXXX XXXXXX, DALLAS, TEXAS 75201, AS AGENT OF BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN TEXAS, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDER PARTIES A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. BORROWER SHALL NOT REVOKE SUCH APPOINTMENT BUT IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO LENDER PARTIES THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH AGREEMENT AND THE NOTE AND EACH OTHER LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTSNOTE. BORROWER EACH OF FINANCIAL AND EACH OTHER RESTRICTED PERSON EXPRESSLY M/I HOMES HEREBY IRREVOCABLY SUBMITS AND CONSENTS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS TEXAS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT IN ANY LEGAL PROCEEDING RELATING HERETO OR THE NOTE BY ANY MEANS ALLOWED UNDER TEXAS OR FEDERAL LAW. THE PARTIES HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, THAT ANY PROCEEDING ARISING OUT OF OR IN ANY WAY RELATED HERETO OR THE NOTE IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND FURTHER AGREE TO A TRANSFER OF ANY SUCH OTHER RESTRICTED PERSON PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF TEXAS TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN THE COUNTY OF DALLAS, TEXAS. IN FURTHERANCE THEREOF, BORROWERS AND LENDER EACH HEREBY ACKNOWLEDGE AND AGREE THAT IT WAS NOT INCONVENIENT FOR THEM TO NEGOTIATE AND RECEIVE FUNDING OF THE TRANSACTIONS CONTEMPLATED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR SUCH RESTRICTED PERSON AT THE ADDRESS SET FORTH IN THIS AGREEMENT IN SUCH COUNTY AND SERVICE SO MADE SHALL THAT IT WILL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTEDNEITHER INCONVENIENT NOR UNFAIR TO LITIGATE OR OTHERWISE RESOLVE ANY DISPUTES OR CLAIMS IN A COURT SITTING IN SUCH COUNTY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER 48 53 EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS BANK PARTIES MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS COURTS, AND FURTHER AGREES TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF NEW YoRK TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY BANK PARTIES IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST BANK PARTIES AND ANY QUESTIONS RELATING TO USURY. BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CT CORPORATION SYSTEM, 1633 XXXXXXXX, XXX XXXX, XXX XXXX/XXX XXXNTICE HALL, 375 XXXXXX XXXXXX, 11TH FLOOR, NEW YORK, NEW YORK 10014, AS AGENT OF BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW AND BY REGULAR MAIL, REGISTERED MAIL COURIER OR MESSENGER TO THOMXX XXXL, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO BANK PARTIES A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF BANK PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF BANK PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO BANK PARTIES THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR TO THE NOTES. THE OBLIGATIONS OF BORROWER FOR PAYMENT OF ALL AMOUNTS DUE UNDER THIS AGREEMENT AND THE LOAN DOCUMENTS ARE PERFORMABLE IN LOS ANGELES, CALIFORNIA, AND ALL OTHER OBLIGATIONS OF BORROWER UNDER THIS AGREEMENT AND THE LOAN DOCUMENTS ARE PERFORMABLE IN DALLAS COUNTY, TEXAS. BORROWER HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS TEXAS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT OR SUCH OTHER ANY RESTRICTED PERSON IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR THE OBLIGATIONS BY CERTIFIED ANY MEANS ALLOWED UNDER TEXAS OR FEDERAL LAW. ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY WAY RELATED TO ANY OF THE LOAN DOCUMENTS SHALL BE BROUGHT AND LITIGATED EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION, TO THE EXTENT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE IN THE TEXAS DISTRICT COURTS SITTING IN DALLAS COUNTY, TEXAS. THE PARTIES HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, THAT ANY SUCH PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND FURTHER AGREE TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF TEXAS TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN DALLAS, TEXAS. IN FURTHERANCE THEREOF, BORROWER AND LENDERS EACH HEREBY ACKNOWLEDGE AND AGREE THAT IT WAS NOT INCONVENIENT FOR THEM TO NEGOTIATE AND RECEIVE FUNDING OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN SUCH COUNTY AND THAT IT WILL BE NEITHER INCONVENIENT NOR UNFAIR TO LITIGATE OR OTHERWISE RESOLVE ANY DISPUTES OR CLAIMS IN A COURT SITTING IN SUCH COUNTY. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE SENT BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH ON THE SIGNATURE PAGE BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDERS A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AND SERVICE SO MADE AGREEMENT. NOTHING HEREIN SHALL BE COMPLETE TEN (10) DAYS AFTER AFFECT THE SAME HAS BEEN POSTED.RIGHT OF LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDERS TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT

Governing Law; Submission to Process. EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY SELECTED IN A DOCUMENT OR SECURITY, THIS AGREEMENT, EACH NOTE AGREEMENT AND EACH OTHER LOAN DOCUMENT, THE SECURITIES AND ALL MATTERS AMENDMENTS, SUPPLEMENTS, WAIVERS AND CONSENTS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS OF THE STATE OF OKLAHOMA, COLORADO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON THE COMPANY HEREBY CONSENTS IRREVOCABLY SUBMITS ITSELF TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS CALIFORNIA AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT IN ANY LEGAL PROCEEDINGS RELATING HERETO BY ANY MEANS ALLOWED UNDER CALIFORNIA, COLORADO OR FEDERAL LAW. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH OTHER RESTRICTED PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR PROCEEDING BROUGHT IN SUCH RESTRICTED PERSON AT THE ADDRESS SET FORTH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME SUCH A COURT HAS BEEN POSTEDBROUGHT IN AN INCONVENIENT FORUM. THE COMPANY SHALL APPOINT AN AGENT FOR SERVICE OF PROCESS IN CALIFORNIA AND SHALL NOTIFY SIENA IN WRITING OF SUCH APPOINTMENT AND ANY FUTURE CHANGE THEREIN.

Governing Law; Submission to Process. (I) THIS AGREEMENT, EACH NOTE AND EACH OTHER LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), GUARANTY SHALL BE GOVERNED BY, DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF AGREES THAT ANY STATE LEGAL ACTION OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING PROCEEDING AGAINST GUARANTOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF TEXAS AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS DELIVERY HEREOF, GUARANTOR ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS COURTS, AND FURTHER AGREES TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF TEXAS TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN TEXAS. GUARANTOR WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. BORROWER IN FURTHERANCE OF THE FOREGOING, GUARANTOR HEREBY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CT CORPORATION SYSTEM, 350 XXXXX XX. XXXX XXXXXX, DALLAS, TEXAS 75201, AS AGENT OF GUARANTOR TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST GUARANTOR WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN TEXAS, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY GUARANTOR TO BE EFFECTIVE AND BINDING SERVICE 116 IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON GUARANTOR AT THE ITS ADDRESS SET FORTH IN THE CREDIT AGREEMENT, BUT THE FAILURE OF GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. GUARANTOR SHALL FURNISH TO LENDER PARTIES A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. GUARANTOR SHALL NOT REVOKE SUCH APPOINTMENT BUT IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS GUARANTOR'S AGENT, GUARANTOR HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO LENDER PARTIES THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTE OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS AGENT AND LENDERS MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY AGENT AND LENDERS IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST AGENT AND LENDERS AND ANY QUESTIONS RELATING TO USURY. BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CT CORPORATION SYSTEM, 1633 XXXXXXXX, XXX XXXX, XXX XXXX, XX AGENT OF BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO AGENT AND LENDERS A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF AGENT AND SERVICE SO MADE LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF AGENT AND LENDERS TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE TO AGENT AND LENDERS TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO AGENT AND LENDERS THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO AGENT AND LENDERS) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND THE LOAN DOCUMENTS SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMA, CALIFORNIA AND OF THE UNITED STATES OF AMERICA (WITHOUT REGARD TO CALIFORNIA PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW). EACH OF BORROWER AND PARENT HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RESTRICTED RELATED PERSON HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY THE STATE OR AND FEDERAL COURT LOCATED WITHIN COURTS SITTING IN THE STATE OF CALIFORNIA AND THE COUNTY OF TULSA, STATE OF OKLAHOMA, LOS ANGELES AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON IT OR ANY OF ITS SUBSIDIARIES IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR THE OBLIGATIONS BY ANY MEANS ALLOWED UNDER CALIFORNIA OR FEDERAL LAW. EACH OF BORROWER AND PARENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH OTHER RESTRICTED PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR PROCEEDING BROUGHT IN SUCH RESTRICTED PERSON AT THE ADDRESS SET FORTH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME SUCH A COURT HAS BEEN POSTEDBROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. CHAPTER 15 OF TEXAS REVISED CIVIL STATUTES ANNOTATED ARTICLE 5069 (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR TO THE NOTES. BORROWER HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS TEXAS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT OR SUCH OTHER ANY RESTRICTED PERSON IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR THE OBLIGATIONS BY CERTIFIED ANY MEANS ALLOWED UNDER TEXAS OR REGISTERED MAILFEDERAL LAW. ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY WAY RELATED TO ANY OF THE LOAN DOCUMENTS SHALL BE BROUGHT AND LITIGATED EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, RETURN RECEIPT REQUESTEDDALLAS DIVISION, ADDRESSED TO THE EXTENT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE IN THE TEXAS 49 55 XXXXXXXX XXXXXX XXXXXXX XX XXXXXX XXXXXX, XXXXX. XXE PARTIES HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, THAT ANY SUCH PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND FURTHER AGREE TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF TEXAS TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN DALLAS, TEXAS. IN FURTHERANCE THEREOF, BORROWER OR SUCH RESTRICTED PERSON AT AND BANK PARTIES EACH HEREBY ACKNOWLEDGE AND AGREE THAT IT WAS NOT INCONVENIENT FOR THEM TO NEGOTIATE AND RECEIVE FUNDING OF THE ADDRESS SET FORTH IN TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN SUCH COUNTY AND SERVICE SO MADE SHALL THAT IT WILL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTEDNEITHER INCONVENIENT NOR UNFAIR TO LITIGATE OR OTHERWISE RESOLVE ANY DISPUTES OR CLAIMS IN A COURT SITTING IN SUCH COUNTY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. THE BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER WITH RESPECT TO THIS CREDIT AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS THE AGENT MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS COURTS, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST THE BANKS AND ANY QUESTIONS RELATING TO USURY. EACH LOAN PARTY AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. BORROWER IN FURTHERANCE OF THE FOREGOING, EACH LOAN PARTY HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NEW YORK, AS ITS AGENT TO RECEIVE SERVICE OF XXX XXXXXXX XXXXXXX XXXXXXX XX XITH RESPECT TO ANY AND ALL PROCESS AND AGREES THAT ALL SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY IT TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON EACH LOAN PARTY AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF ANY LOAN PARTY TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. EACH LOAN PARTY SHALL FURNISH TO THE AGENT A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT CREDIT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR ANY BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE AGENT OR ANY BANK TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS AGENT, EACH LOAN PARTY HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO THE AGENT AND THE BANKS TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO THE SAME HAS BEEN POSTEDAGENT AND THE BANKS THE WRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO THE BANKS) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY. If and to the extent Texas law applies, the Agent, the Banks and the Borrower further agree that insofar as the provisions of Article 1.04, Subtitle 1, Title 79, of the Revised Civil Statutes of Texas, 1925, as amended, are applicable to the determination of the Highest Lawful Rate with respect to the Notes, the indicated rate ceiling computed from time to time pursuant to Section (a) of such Article shall apply to the Notes; PROVIDED, HOWEVER, that to the extent permitted by such Article, the Agent may from time to time by notice from the Agent to the Borrower revise the election of such interest rate ceiling as such ceiling affects then current or future balances of the Loans outstanding under the Notes. The provisions of Chapter 15 of Subtitle 3 of the said Title 79 do not apply to this Credit Agreement or the Notes issued hereunder.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. CHAPTER 15 OF TEXAS REVISED CIVIL STATUTES ANNOTATED ARTICLE 5069 (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR TO THE NOTES. BORROWER HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS TEXAS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT OR SUCH OTHER ANY RESTRICTED PERSON IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR THE OBLIGATIONS BY CERTIFIED ANY MEANS ALLOWED UNDER TEXAS OR REGISTERED MAILFEDERAL LAW. ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY WAY RELATED TO ANY OF THE LOAN DOCUMENTS SHALL BE BROUGHT AND LITIGATED EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, RETURN RECEIPT REQUESTEDDALLAS DIVISION, ADDRESSED TO THE EXTENT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE IN THE TEXAS DISTRICT COURTS SITTING IN DALLAS COUNTY, TEXAS. THE PARTIES HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, THAT ANY SUCH PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND FURTHER AGREE TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF TEXAS TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN DALLAS, TEXAS. IN FURTHERANCE THEREOF, BORROWER OR SUCH RESTRICTED PERSON AT AND BANK PARTIES EACH HEREBY ACKNOWLEDGE AND AGREE THAT IT WAS NOT INCONVENIENT FOR THEM TO NEGOTIATE AND RECEIVE FUNDING OF THE ADDRESS SET FORTH IN TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN SUCH COUNTY AND SERVICE SO MADE SHALL THAT IT WILL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTEDNEITHER INCONVENIENT NOR UNFAIR TO LITIGATE OR OTHERWISE RESOLVE ANY DISPUTES OR CLAIMS IN A COURT SITTING IN SUCH COUNTY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE NOTE(S). THE COMPANY HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS TEXAS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR SUCH OTHER RESTRICTED PERSON THE OBLIGATIONS BY CERTIFIED ANY MEANS ALLOWED UNDER TEXAS OR REGISTERED MAILFEDERAL LAW. IN ADDITION TO THE PLACES OF PAYMENT SPECIFIED IN THE NOTES, RETURN RECEIPT REQUESTEDTHE COMPANY AND LENDER STIPULATE AND AGREE THAT TARRANT COUNTY, ADDRESSED TO BORROWER TEXAS IS AN APPROPRIATE AND ACCEPTABLE VENUE FOR ANY STATE OR SUCH RESTRICTED PERSON AT FEDERAL COURT ACTION CONCERNING THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTEDLOAN DOCUMENTS.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT ------------------------------------ THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND PARENT EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREE THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER OR PARENT WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDERS MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT EACH OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS PARENT ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS COURTS, AND FURTHER AGREES TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF NEW YORK TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY LENDERS IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST LENDERS AND ANY QUESTIONS RELATING TO USURY. EACH OF PARENT AND BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, EACH OF PARENT AND BORROWER HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, 0000 XXXXXXXX, XXX XXXX, XXX XXXX, AS AGENT OF BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL PARENT TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER OR PARENT WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER AND PARENT TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDERS A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDERS TO BRING PROCEEDINGS AGAINST BORROWER OR PARENT IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S OR PARENT'S AGENT, BORROWER AND SERVICE SO MADE PARENT HEREBY IRREVOCABLY AGREE TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE TO AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO LENDERS THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR TO THE NOTES. BORROWER HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS TEXAS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT OR SUCH OTHER ANY RESTRICTED PERSON IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR THE OBLIGATIONS BY CERTIFIED ANY MEANS ALLOWED UNDER TEXAS OR REGISTERED MAILFEDERAL LAW. ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY WAY RELATED TO ANY OF THE LOAN DOCUMENTS SHALL BE BROUGHT AND LITIGATED EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, RETURN RECEIPT REQUESTEDDALLAS DIVISION, ADDRESSED TO THE EXTENT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE IN THE TEXAS DISTRICT COURTS SITTING IN DALLAS COUNTY, TEXAS. THE PARTIES HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, THAT ANY SUCH PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND FURTHER AGREE TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF TEXAS TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN DALLAS, TEXAS. IN FURTHERANCE 63 69 THEREOF, BORROWER OR SUCH RESTRICTED PERSON AT AND LENDER PARTIES EACH HEREBY ACKNOWLEDGE AND AGREE THAT IT WAS NOT INCONVENIENT FOR THEM TO NEGOTIATE AND RECEIVE FUNDING OF THE ADDRESS SET FORTH IN TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN SUCH COUNTY AND SERVICE SO MADE SHALL THAT IT WILL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTEDNEITHER INCONVENIENT NOR UNFAIR TO LITIGATE OR OTHERWISE RESOLVE ANY DISPUTES OR CLAIMS IN A COURT SITTING IN SUCH COUNTY.

Governing Law; Submission to Process. (I) THIS AGREEMENT, EACH NOTE AND EACH OTHER LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), GUARANTY SHALL BE GOVERNED BY, DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF AGREES THAT ANY STATE LEGAL ACTION OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING PROCEEDING AGAINST GUARANTOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF 11 TEXAS OR OF THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF TEXAS AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS DELIVERY HEREOF, GUARANTOR ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS COURTS, AND FURTHER AGREES TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF TEXAS TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN TEXAS. GUARANTOR WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. BORROWER IN FURTHERANCE OF THE FOREGOING, GUARANTOR HEREBY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CT CORPORATION SYSTEM, 350 XXXXX XX. XXXX XXXXXX, DALLAS, TEXAS 75201, AS AGENT OF GUARANTOR TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST GUARANTOR WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN TEXAS, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY GUARANTOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON GUARANTOR AT THE ITS ADDRESS SET FORTH IN THE CREDIT AGREEMENT, BUT THE FAILURE OF GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. GUARANTOR SHALL FURNISH TO LENDER PARTIES A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. GUARANTOR SHALL NOT REVOKE SUCH APPOINTMENT BUT IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS GUARANTOR'S AGENT, GUARANTOR HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO LENDER PARTIES THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), GUARANTY SHALL BE GOVERNED BY, DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF THE STATE OF ILLINOIS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMAILLINOIS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT, EACH OTHER RESTRICTED PERSON HEREBY CONSENTS PARTY HERETO IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSAOR ILLINOIS STATE COURT SITTING IN CHICAGO, STATE OF OKLAHOMAILLINOIS, AND EACH PARTY IRREVOCABLY AGREES THATWAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY SUIT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS ACTION OR PROCEEDINGS PROCEEDING ARISING OUT OF OR RELATING HERETO BROUGHT IN ANY SUCH COURT. EACH PARTY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM AND FURTHER IRREVOCABLY WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH CLAIM, SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY, PROVIDED THAT SERVICE OF PROCESS IS MADE AS SET FORTH IN THIS SECTION 21, OR BY ANY OTHER LAWFUL MEANS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER. THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL DIRECTED TO BORROWER OR SUCH RESTRICTED PERSON IT AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.IN

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED RELATED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST ANY RELATED PERSON WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OF THE LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR (TO THE JURISDICTION EXTENT THEY HAVE SUBJECT MATTER JURISDICTION) OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY UNITED STATES OF TULSAAMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS CREDITORS MAY ELECT, STATE OF OKLAHOMAAND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED RELATED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY CREDITORS IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST ANY CREDITOR AND ANY QUESTIONS RELATING TO USURY. EACH RELATED PERSON AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. BORROWER AND IN FURTHERANCE OF THE FOREGOING, EACH OTHER RESTRICTED RELATED PERSON HEREBY WAIVES PERSONAL IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, 0000 XXXXXXXX, XXX XXXX, XXX XXXX, AS ITS ADMINISTRATIVE AGENT TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST IT WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SENT BY REGISTERED MAIL TO SUCH OTHER RESTRICTED PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR SUCH RESTRICTED RELATED PERSON AT THE ADDRESS OF PARENT SET FORTH BELOW, BUT THE FAILURE OF SUCH RELATED PERSON TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. EACH RELATED PERSON SHALL FURNISH TO COLLATERAL AGENT A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY CREDITOR TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY CREDITOR TO BRING PROCEEDINGS AGAINST ANY RELATED PERSON IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS AGENT, EACH RELATED PERSON HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO CREDITORS TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (10C) DAYS AFTER PROMPTLY DELIVER TO CREDITORS THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO CREDITORS) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE NOTE. THE COMPANY HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS TEXAS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR SUCH OTHER RESTRICTED PERSON THE OBLIGATIONS BY CERTIFIED ANY MEANS ALLOWED UNDER TEXAS OR REGISTERED MAILFEDERAL LAW. IN ADDITION TO THE PLACES OF PAYMENT SPECIFIED IN THE NOTES, RETURN RECEIPT REQUESTEDTHE COMPANY AND EACH LENDER STIPULATE AND AGREE THAT TARRANT COUNTY, ADDRESSED TO BORROWER TEXAS IS AN APPROPRIATE AND ACCEPTABLE VENUE FOR ANY STATE OR SUCH RESTRICTED PERSON AT FEDERAL COURT ACTION CONCERNING THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTEDLOAN DOCUMENTS.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS COURTS. BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS CORPORATION SERVICE COMPANY, 00 XXXXX XXXXXX, XXXXXX, XXX XXXX 00000, AS AGENT OF BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDER PARTIES A CONSENT OF CORPORATION SERVICE COMPANY AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CORPORATION SERVICE COMPANY SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER’S AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CORPORATION SERVICE COMPANY FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMATEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS AND WAIVES ANY DEFENSE SITTING IN THE STATE OF FORUM NON CONVENIENS. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS TEXAS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR THE OBLIGATIONS BY ANY MEANS ALLOWED UNDER TEXAS OR FEDERAL LAW. ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY WAY RELATED TO ANY OF THE LOAN DOCUMENTS SHALL BE BROUGHT AND LITIGATED EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION, TO THE EXTENT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE IN THE TEXAS DISTRICT COURTS SITTING IN DALLAS COUNTY, TEXAS. THE PARTIES HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, THAT ANY SUCH OTHER RESTRICTED PERSON PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND FURTHER AGREE TO A TRANSFER OF ANY SUCH PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF TEXAS TO THE EXTENT THAT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN DALLAS, TEXAS. IN FURTHERANCE THEREOF, THE RELATED PERSONS AND BANK PARTIES EACH HEREBY ACKNOWLEDGE AND AGREE THAT IT WAS NOT INCONVENIENT FOR THEM TO NEGOTIATE AND RECEIVE FUNDING OF THE TRANSACTIONS CONTEMPLATED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR SUCH RESTRICTED PERSON AT THE ADDRESS SET FORTH IN THIS AGREEMENT IN SUCH COUNTY AND SERVICE SO MADE SHALL THAT IT WILL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTEDNEITHER INCONVENIENT NOR UNFAIR TO LITIGATE OR OTHERWISE RESOLVE ANY DISPUTES OR CLAIMS IN A COURT SITTING IN SUCH COUNTY.

Governing Law; Submission to Process. THIS AGREEMENT, EACH EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A NOTE AND EACH OTHER LOAN DOCUMENT, THIS AGREEMENT AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE OTHER NOTE DOCUMENTS SHALL BE GOVERNED BY, BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS OF THE STATE OF OKLAHOMANEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLES(OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). BORROWER AND EACH OTHER RESTRICTED PERSON COMPANY HEREBY CONSENTS IRREVOCABLY (A) SUBMITS ITSELF TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA, AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS AND CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS SITTING IN THE STATE AND WAIVES ANY DEFENSE COUNTY OF FORUM NON CONVENIENS. BORROWER NEW YORK, (B) AGREES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER IT AND ANY OF ITS SUBSIDIARIES IN ANY LEGAL PROCEEDING RELATING TO THE NOTE DOCUMENTS OR THE OBLIGATIONS BY ANY MEANS ALLOWED UNDER NEW YORK OR FEDERAL LAW, AND (C) WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH OTHER RESTRICTED PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER OR PROCEEDING BEING IN SUCH RESTRICTED PERSON AT THE ADDRESS SET FORTH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME SUCH A COURT HAS BEEN POSTEDBROUGHT IN AN INCONVENIENT FORUM. EACH OF COMPANY AND HEREBY MAKES THE FOREGOING SUBMISSIONS, AGREEMENTS, CONSENTS AND WAIVERS ON BEHALF OF AND WITH RESPECT TO EACH OF ITS SUBSIDIARIES, AND EACH GUARANTOR (BY ITS EXECUTION OF A GUARANTY OF THIS AGREEMENT) HEREBY ALSO MAKES SUCH SUBMISSIONS, AGREEMENTS, CONSENTS AND WAIVERS FOR ITSELF.

Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE AND EACH OTHER EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), THE LOAN DOCUMENTS SHALL BE GOVERNED BY, DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMANEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLESLAW. BORROWER AND EACH OTHER RESTRICTED PERSON HEREBY CONSENTS AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE JURISDICTION NOTES OR ANY OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF TULSA, THE STATE OF OKLAHOMANEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND IRREVOCABLY AGREES THATDELIVERY HEREOF, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND EACH OTHER RESTRICTED PERSON EXPRESSLY SUBMITS ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS COURTS. EACH BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY DEFENSE RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND EACH OTHER RESTRICTED PERSON HEREBY WAIVES PERSONAL APPOINTS 44 CORPORATION SERVICE COMPANY, 00 XXXXX XXXXXX, XXXXXX, XXX XXXX 00000, AS AGENT OF BORROWER TO RECEIVE SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS MAY SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE MADE UPON BORROWER OR SUCH OTHER RESTRICTED PERSON SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED MAIL TO BORROWER OR SUCH RESTRICTED PERSON AT THE ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDER PARTIES A CONSENT OF CORPORATION SERVICE COMPANY AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CORPORATION SERVICE COMPANY SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND SERVICE SO MADE APPOINT A NEW AGENT ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE COMPLETE TEN DEEMED TO BE SUBSTITUTED FOR CORPORATION SERVICE COMPANY FOR ALL PURPOSES HEREOF AND (10B) DAYS AFTER PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE SAME HAS BEEN POSTEDWRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.