Common use of JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL Clause in Contracts

JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. Each Party Hereto (including each Guarantor by execution of a Guaranty), in Each Case for Itself, its Successors and Assigns, Hereby (A) irrevocably Submits to the Nonexclusive Jurisdiction of the State (pursuant to Section 5-1402 of the New York General Obligations Law) and Federal Courts Located in the Borough of Manhattan in the State of New York, and Agrees and Consents That Service of Process May Be Made upon it in Any Legal Proceeding Arising out of or in Connection with the Loan Documents and the Obligation by Service of Process as Provided by New York Law, (B) irrevocably Waives, to the Fullest Extent Permitted by Law, Any Objection Which it May Now or Hereafter Have to the Laying of Venue of Any Litigation Arising out of or in Connection with the Loan Documents and the Obligation Brought in Any Such Court, (C) irrevocably Waives Any Claims That Any Litigation Brought in Any Such Court Has Been Brought in an Inconvenient Forum, (D) agrees to Designate and Maintain an Agent for Service of Process in New York in Connection with Any Such Litigation and to Deliver to Administrative Agent Evidence Thereof, If Requested, (E) irrevocably Consents to the Service of Process out of Any of the Aforementioned Courts in Any Such Litigation by the Mailing of Copies Thereof by Certified Mail, Return Receipt Requested, Postage Prepaid, at its Address Set Forth Herein, (F) irrevocably Agrees That Any Legal Proceeding Against Any Party Hereto Arising out of or in Connection with the Loan Documents or the Obligation Shall Be Brought in One of the Aforementioned Courts, and (G) irrevocably Waives, to the Fullest Extent Permitted by Law, its Respective Rights to a Jury Trial of Any Claim or Cause of Action Based upon or Arising out of Any Loan Document or the Transactions Contemplated Thereby. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties and each other party to the Loan Documents acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationship, that each has already relied on this waiver in entering into the Loan Documents, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties and each other party to the Loan Documents warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.9 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the court.

JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. Each Party Hereto (including each Guarantor by execution of a Guaranty)Hereto, in Each Case for Itself, its Successors and Assigns, Hereby (A) irrevocably Submits to the Nonexclusive Jurisdiction of the State (pursuant to Section 5-1402 of the New York General Obligations Law) and Federal Courts Located in the Borough of Manhattan in the State of New York, and Agrees and Consents That Service of Process May Be Made upon it in Any Legal Proceeding Arising out of or in Connection with the Loan Documents and the Obligation by Service of Process as Provided by New York Law, (B) irrevocably Waives, to the Fullest Extent Permitted by Law, Any Objection Which it May Now or Hereafter Have to the Laying of Venue of Any Litigation Arising out of or in Connection with the Loan Documents and the Obligation Brought in Any Such Court, (C) irrevocably Waives Any Claims That Any Litigation Brought in Any Such Court Has Been Brought in an Inconvenient Forum, (D) agrees to Designate and Maintain an Agent for Service of Process in New York in Connection with Any Such Litigation and to Deliver to Administrative Agent Evidence Thereof, If Requested, (E) irrevocably Consents to the Service of Process out of Any of the Aforementioned Courts in Any Such Litigation by the Mailing of Copies Thereof by Certified Mail, Return Receipt Requested, Postage Prepaid, at its Address Set Forth Herein, (F) irrevocably Agrees That Any Legal Proceeding Against Any Party Hereto Arising out of or in Connection with the Loan Documents or the Obligation Shall Be Brought in One of the Aforementioned Courts, and (G) irrevocably Waives, to the Fullest Extent Permitted by Law, its Respective Rights to a Jury Trial of Any Claim or Cause of Action Based upon or Arising out of Any Loan Document or the Transactions Contemplated Thereby. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties Companies, Guarantors, and each other party to the Loan Documents this Agreement acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationship, that each has already relied on this waiver in entering into the Loan Documentsthis Agreement, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties Companies, Guarantors, and each other party to the Loan Documents this Agreement warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.9 13.10 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the court.

JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. Each Party Hereto (including each Guarantor by execution of a Guaranty)Hereto, in Each Case for Itself, its Successors and AssignsAssigns (And in the Case of Borrower, for Each of its Subsidiaries), Hereby (A) irrevocably Submits to the Nonexclusive Jurisdiction of the State (pursuant to Section 5-1402 of the New York General Obligations Law) and Federal Courts Located in the Borough of Manhattan in the State of New York, and Agrees and Consents That Service of Process May Be Made upon it in Any Legal Proceeding Arising out of or in Connection with the Loan Documents Papers and the Obligation by Service of Process as Provided by New York Law, (B) irrevocably Waives, to the Fullest Extent Permitted by Law, Any Objection Which it May Now or Hereafter Have to the Laying of Venue of Any Litigation Arising out of or in Connection with the Loan Documents Papers and the Obligation Brought in Any Such Court, (C) irrevocably Waives Any Claims That Any Litigation Brought in Any Such Court Has Been Brought in an Inconvenient Forum, (D) agrees to Designate and Maintain an Agent for Service of Process in New York, New York in Connection with Any Such Litigation and to Deliver to Administrative Agent Evidence Thereof, If Requested, (E) irrevocably Consents to the Service of Process out of Any of the Aforementioned Courts in Any Such Litigation by the Mailing of Copies Thereof by Certified Mail, Return Receipt Requested, Postage Prepaid, at its Address Set Forth Herein, (F) irrevocably Agrees That Any Legal Proceeding Against Any Party Hereto Arising out of or in Connection with the Loan Documents Papers or the Obligation Shall Be Brought in One of the Aforementioned Courts, and (G) irrevocably Waives, to the Fullest Extent Permitted by Law, its Respective Rights to a Jury Trial of Any Claim or Cause of Action Based upon or Arising out of Any Loan Document Paper or the Transactions Contemplated Thereby. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties Borrower (for itself and on behalf of each of its Subsidiaries) acknowledges that the selection of venue in this SECTION 11.10 is consistent with similar venue selections set forth in SECTIONS 11.10 of both the Facility A Agreement and the Facility B Agreement, and is intended to effect the orderly administration and resolution of matters addressed under the Facility A Agreement, the Facility B Agreement, and this Agreement. Borrower (for itself and on behalf of each of its Subsidiaries) and each other party to the Loan Documents this Agreement acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationship, that each has already relied on this waiver in entering into the Loan DocumentsFacility A, Facility B, and this Agreement, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties Borrower (for itself and on behalf of each of its Subsidiaries) and each other party to the Loan Documents this Agreement warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.9 11.10 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the court.,

JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. Each Party --------------------------------------------------- Hereto (including each Guarantor by execution of a Guaranty), in Each Case for Itself, its Successors and Assigns, Hereby (A) irrevocably Submits to the Nonexclusive Jurisdiction of the State (pursuant to Section 5-1402 of the New York General Obligations Law) and Federal Courts Located in the Borough of Manhattan in the State of New YorkTexas, and Agrees and Consents That Service of Process May Be Made upon it in Any Legal Proceeding Arising out of or in Connection with the Loan Documents and the Obligation by Service of Process as Provided by New York Texas Law, (B) irrevocably Waives, to the Fullest Extent Permitted by Law, Any Objection Which it May Now or Hereafter Have to the Laying of Venue of Any Litigation Arising out of or in Connection with the Loan Documents and the Obligation Brought in Any Such Court, (C) irrevocably Waives Any Claims That Any Litigation Brought in Any Such Court Has Been Brought in an Inconvenient Forum, (D) agrees to Designate and Maintain an Agent for Service of Process in New York Texas in Connection with Any any Such Litigation and to Deliver to Administrative Agent Evidence Thereof, If Requested, (E) irrevocably Consents to the Service of Process out of Any of the Aforementioned Courts in Any Such Litigation by the Mailing of Copies Thereof by Certified Mail, Return Receipt Requested, Postage Prepaid, at its Address Set Forth Herein, (F) irrevocably Agrees That Any Legal Proceeding Against Any Party Hereto Arising out of or in Connection with the Loan Documents or the Obligation Shall Be Brought in One of the Aforementioned Courts, and (G) irrevocably Waives, to the Fullest Extent Permitted by Law, its Respective Rights to a Jury Trial of Any Claim or Cause of Action Based upon or Arising out of Any Loan Document or the Transactions Contemplated Thereby. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties and each other party to the Loan Documents acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationship, that each has already relied on this waiver in entering into the Loan Documents, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties and each other party to the Loan Documents warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.9 13.10 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTSAMENDMENTS OR SUPPLEMENTS TO, AND REPLACEMENTS TO OR OF OF, THIS OR ANY OTHER LOAN DOCUMENT. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the court.

JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. Each Party Hereto (including each Guarantor by execution of a Guaranty)Hereto, in Each Case for Itself, its Successors and Assigns, Hereby (A) irrevocably Submits to the Nonexclusive Jurisdiction of the State (pursuant to Section 5-1402 of the New York General Obligations Law) and Federal Courts Located in the Borough of Manhattan in the State of New YorkOklahoma, and Agrees and Consents That Service of Process May Be Made upon it in Any Legal Proceeding Arising out of or in Connection with the Loan Documents Papers and the Obligation by Service of Process as Provided by New York Oklahoma Law, (B) irrevocably Waives, to the Fullest Extent Permitted by Law, Any Objection Which it May Now or Hereafter Have to the Laying of Venue of Any Litigation Arising out of or in Connection with the Loan Documents Papers and the Obligation Brought in Any Such Court, (C) irrevocably Waives Any Claims That Any Litigation Brought in Any Such Court Has Been Brought in an Inconvenient Forum, (D) agrees to Designate and Maintain an Agent for Service of Process in New York Oklahoma in Connection with Any Such Litigation and to Deliver to Administrative Agent Lender Evidence Thereof, If Requested, (E) irrevocably Consents to the Service of Process out of Any of the Aforementioned Courts in Any Such Litigation by the Mailing of Copies Thereof by Certified Mail, Return Receipt Requested, Postage Prepaid, at its Address Set Forth Herein, (F) irrevocably Agrees That Any Legal Proceeding Against Any Party Hereto Arising out of or in Connection with the Loan Documents Papers or the Obligation Shall Be Brought in One of the Aforementioned Courts, and (G) irrevocably Waives, to the Fullest Extent Permitted by Law, its Respective Rights to a Jury Trial of Any Claim or Cause of Action Based upon or Arising out of Any Loan Document Paper or the Transactions Contemplated Thereby. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties Borrower and each other party to the Loan Documents Papers acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationship, that each has already relied on this waiver in entering into the Loan Documentsthis Agreement, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties Borrower and each other party to the Loan Documents Papers warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.9 11.10 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENTPAPER. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the court.

JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. Each Party Hereto (including each Guarantor by execution of a Guaranty)Hereto, in Each Case for Itself, its Successors and Assigns, Hereby (A) irrevocably Submits to the Nonexclusive Jurisdiction of the State (pursuant to Section 5-1402 of the New York General Obligations Law) and Federal Courts Located in the Borough of Manhattan in the State of New York, and Agrees and Consents That Service of Process May Be Made upon it in Any Legal Proceeding Arising out of or in Connection with the Loan Documents and the Obligation by Service of Process as Provided by New York Law, (B) irrevocably Waives, to the Fullest Extent Permitted by Law, Any Objection Which it May Now or Hereafter Have to the Laying of Venue of Any Litigation Arising out of or in Connection with the Loan Documents and the Obligation Brought in Any Such Court, (C) irrevocably Waives Any Claims That Any Litigation Brought in Any Such Court Has Been Brought in an Inconvenient Forum, (D) agrees to Designate and Maintain an Agent for Service of Process in New York in Connection with Any Such Litigation and to Deliver to Administrative Agent Evidence Thereof, If Requested, (E) irrevocably Consents to the Service of Process out of Any of the Aforementioned Courts in Any Such Litigation by the Mailing of Copies Thereof by Certified Mail, Return Receipt Requested, Postage Prepaid, at its Address Set Forth Herein, (F) irrevocably Agrees That Any Legal Proceeding Against Any Party Hereto Arising out of or in Connection with the Loan Documents or the Obligation Shall Be Brought in One of the Aforementioned Courts, and (G) irrevocably Waives, to the Fullest Extent Permitted by Law, its Respective Rights to a Jury Trial of Any Claim or Cause of Action Based upon or Arising out of Any Loan Document or the Transactions Contemplated Thereby. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties Borrowers and each other party to the Loan Documents acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationship, that each has already relied on this waiver in entering into the Loan Documents, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties Borrowers and each other party to the Loan Documents warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.9 14.9 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the court.

JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. Each Party Hereto (including each Guarantor by execution of a Guaranty)Hereto, in Each Case for Itself, its Successors and AssignsAssigns (And in the Case of Borrower, for Each of its Subsidiaries), Hereby (A) irrevocably Submits to the Nonexclusive Jurisdiction of the State (pursuant to Section 5-1402 of the New York General Obligations Law) and Federal Courts Located in the Borough of Manhattan in the State of New York, and Agrees and Consents That Service of Process May Be Made upon it in Any Legal Proceeding Arising out of or in Connection with the Loan Documents Papers and the Obligation by Service of Process as Provided by New York Law, (B) irrevocably Waives, to the Fullest Extent Permitted by Law, Any Objection Which it May Now 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT 56 62 or Hereafter Have to the Laying of Venue of Any Litigation Arising out of or in Connection with the Loan Documents Papers and the Obligation Brought in Any Such Court, (C) irrevocably Waives Any Claims That Any Litigation Brought in Any Such Court Has Been Brought in an Inconvenient Forum, (D) agrees to Designate and Maintain an Agent for Service of Process in New York, New York in Connection with Any Such Litigation and to Deliver to Administrative Agent Evidence Thereof, If Requested, (E) irrevocably Consents to the Service of Process out of Any of the Aforementioned Courts in Any Such Litigation by the Mailing of Copies Thereof by Certified Mail, Return Receipt Requested, Postage Prepaid, at its Address Set Forth Herein, (F) irrevocably Agrees That Any Legal Proceeding Against Any Party Hereto Arising out of or in Connection with the Loan Documents Papers or the Obligation Shall Be Brought in One of the Aforementioned Courts, and (G) irrevocably Waives, to the Fullest Extent Permitted by Law, its Respective Rights to a Jury Trial of Any Claim or Cause of Action Based upon or Arising out of Any Loan Document Paper or the Transactions Contemplated Thereby. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties Borrower (for itself and on behalf of each of its Subsidiaries) and each other party to the Loan Documents this Agreement acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationship, that each has already relied on this waiver in entering into the Loan Documentsthis Agreement, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties Borrower (for itself and on behalf of each of its Subsidiaries) and each other party to the Loan Documents this Agreement warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.9 11.10 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENTPAPER. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the court.

JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. Each Party Hereto (including This Agreement shall be governed by, and construed in accordance with, the laws of the State of North carolina; provided that Administrative Agent, Letter of Credit Issuers, and Lenders shall retain all rights arising under Federal Law. each Guarantor by execution of a Guaranty)party hereto, in Each Case each case for Itselfitself, its Successors successors and Assignsassigns, Hereby hereby (A) irrevocably Submits submits to the Nonexclusive Jurisdiction nonexclusive jurisdiction of any north carolina state court or Federal court of the State (pursuant to Section 5-1402 United States of America sitting in charlotte, north carolina, and any appellate court of any of the New York General Obligations Law) and Federal Courts Located in the Borough of Manhattan in the State of New Yorkforegoing, and Agrees agrees and Consents That Service consents that service of Process May Be Made process may be made upon it in Any Legal Proceeding Arising any legal proceeding arising out of or in Connection connection with the Loan Documents and the Obligation Obligations by Service service of Process process as Provided provided by New York LawApplicable Laws of the State of North carolina, (B) irrevocably Waiveswaives, to the Fullest Extent Permitted fullest extent permitted by Lawall Applicable Laws, Any Objection Which any objection which it May Now may now or Hereafter Have hereafter have to the Laying laying of Venue venue of Any Litigation Arising any litigation arising out of or in Connection connection with the Loan Documents and the Obligation Brought Obligations brought in Any Such Courtany such court, (C) irrevocably Waives Any Claims That Any Litigation Brought waives any claims that any litigation brought in Any Such Court Has Been Brought any such court has been brought in an Inconvenient Foruminconvenient forum, (D) agrees (in the case of Borrower) to Designate designate an agent for service of process in north carolina in connection with any such litigation (and Maintain an Agent for Service Borrower hereby designates and irrevocably appoints such agent as its true and lawful attorney-in-fact in the name, place, and stead of Process Borrower to accept service of all writs, process, and summonses in New York in Connection with Any Such Litigation any such litigation) and to Deliver deliver to Administrative Agent Evidence Thereof, If Requestedevidence thereof, (E) irrevocably Consents consents to the Service service of Process process out of Any any of the Aforementioned Courts aforementioned courts in Any Such Litigation any such litigation by the Mailing mailing of Copies Thereof copies thereof by Certified Mailcertified mail, Return Receipt Requestedreturn receipt requested, Postage Prepaidpostage prepaid, at its Address Set Forth Hereinaddress set forth herein, (F) irrevocably Agrees That Any Legal Proceeding Against Any Party Hereto Arising agrees that any legal proceeding against any party hereto arising out of or in Connection connection with the Loan Documents or the Obligation Shall Be Brought Obligations may be brought in One one of the Aforementioned Courtsaforementioned courts, and (G) irrevocably WaivesEXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, to the Fullest Extent Permitted by LawDEMAND, its Respective Rights to a Jury Trial of Any Claim or Cause of Action Based upon or Arising out of Any Loan Document or the Transactions Contemplated Thereby. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transactionACTION, includingOR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, without limitationOR THE TRANSACTIONS RELATED THERETO, contract claimsIN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, tort claimsAND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, breach of duty claimsDEMAND, and all other common law and statutory claims. The Loan Parties and each other party to the Loan Documents acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationshipACTION, that each has already relied on this waiver in entering into the Loan DocumentsOR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties and each other party to the Loan Documents warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.9 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY 10.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS THE WAIVER OF THEIR RIGHT TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the courtTRIAL BY JURY.

JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. Each Party Hereto (including each Guarantor by execution of a Guaranty)Hereto, in Each Case for Itself, its Successors and Assigns, Hereby (A) irrevocably Submits to the Nonexclusive Jurisdiction of the State (pursuant to Section 5-1402 of the New York General Obligations Law) and Federal Courts Located in the Borough of Manhattan in the State of New YorkTexas, and Agrees and Consents That Service of Process May Be Made upon it in Any Legal Proceeding Arising out of or in Connection with the Loan Documents and the Obligation by Service of Process as Provided by New York LawTexas Legal Requirements, (B) irrevocably Waives, to the Fullest Extent Permitted by Lawall Legal Requirements, Any Objection Which it May Now or Hereafter Have to the Laying of Venue of Any Litigation Arising out of or in Connection with the Loan Documents and the Obligation Brought in Any Such Court, (C) irrevocably Waives Any Claims That Any Litigation Brought in Any Such Court Has Been Brought in an Inconvenient Forum, (D) agrees to Designate and Maintain an Agent for Service of Process in New York in Connection with Any Such Litigation and to Deliver to Administrative Agent Evidence Thereof, If Requested, (E) irrevocably Consents to the Service of Process out of Any of the Aforementioned Courts in Any Such Litigation by the Mailing of Copies Thereof by Certified Mail, Return Receipt Requested, Postage Prepaid, at its Address Set Forth Herein, (FE) irrevocably Agrees That Any Legal Proceeding Against Any Party Hereto Arising out of or in Connection with the Loan Documents or the Obligation Shall Be Brought in One of the Aforementioned Courtsby Court trial without jury, and (GF) irrevocably Waives, to the Fullest Extent Permitted by Lawall Legal Requirements, its Respective Rights to a Jury Trial of Any Claim Claim, Demand, Action, or Cause of Action Based upon or Arising out of Any Loan Document or Document, the Transactions Contemplated Thereby, or in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to any Loan Document, or the transactions related thereto, in each case whether now existing or hereinafter arising, and whether founded in contract or tort or otherwise; and that any party to this Agreement may file an original counterpart or copy of this Section 13.10 with any Court as written evidence of the consent of the signatories hereto to the waiver of their right to trial by jury. The scope of each of the foregoing waivers is intended to be all-all- encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, including contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties Borrower and each other party to the Loan Documents this Agreement acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationship, that each has already relied on this waiver in entering into the Loan Documentsthis Agreement, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties Borrower and each other party to the Loan Documents this Agreement warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.9 13.10 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENTLoan Document. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the court.

JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. Each Party Hereto (including This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas; provided that Administrative Agent, Letter of Credit Issuers, and Lenders shall retain all rights arising under Federal Law. each Guarantor by execution of a Guaranty)party hereto, in Each Case each case for Itselfitself, its Successors successors and Assignsassigns, Hereby hereby (A) irrevocably Submits submits to the Nonexclusive Jurisdiction nonexclusive jurisdiction of any Texas state court or Federal court of the State (pursuant to Section 5-1402 United States of America sitting in Dallas, Texas, and any appellate court of any of the New York General Obligations Law) and Federal Courts Located in the Borough of Manhattan in the State of New Yorkforegoing, and Agrees agrees and Consents That Service consents that service of Process May Be Made process may be made upon it in Any Legal Proceeding Arising any legal proceeding arising out of or in Connection connection with the Loan Documents and the Obligation Obligations by Service service of Process process as Provided provided by New York LawApplicable Laws of the State of Texas, (B) irrevocably Waiveswaives, to the Fullest Extent Permitted fullest extent permitted by Lawall Applicable Laws, Any Objection Which any objection which it May Now may now or Hereafter Have hereafter have to the Laying laying of Venue venue of Any Litigation Arising any litigation arising out of or in Connection connection with the Loan Documents and the Obligation Brought Obligations brought in Any Such Courtany such court, (C) irrevocably Waives Any Claims That Any Litigation Brought waives any claims that any litigation brought in Any Such Court Has Been Brought any such court has been brought in an Inconvenient Foruminconvenient forum, (D) agrees (in the case of Borrower) to Designate designate an agent for service of process in Texas in connection with any such litigation (and Maintain an Agent for Service Borrower hereby designates and irrevocably appoints such agent as its true and lawful attorney-in-fact in the name, place, and stead of Process Borrower to accept service of all writs, process, and summonses in New York in Connection with Any Such Litigation any such litigation) and to Deliver deliver to Administrative Agent Evidence Thereof, If Requestedevidence thereof, (E) irrevocably Consents consents to the Service service of Process process out of Any any of the Aforementioned Courts aforementioned courts in Any Such Litigation any such litigation by the Mailing mailing of Copies Thereof copies thereof by Certified Mailcertified mail, Return Receipt Requestedreturn receipt requested, Postage Prepaidpostage prepaid, at its Address Set Forth Hereinaddress set forth herein, (F) irrevocably Agrees That Any Legal Proceeding Against Any Party Hereto Arising agrees that any legal proceeding against any party hereto arising out of or in Connection connection with the Loan Documents or the Obligation Shall Be Brought Obligations may be brought in One one of the Aforementioned Courtsaforementioned courts, and (G) irrevocably WaivesEXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, to the Fullest Extent Permitted by LawDEMAND, its Respective Rights to a Jury Trial of Any Claim or Cause of Action Based upon or Arising out of Any Loan Document or the Transactions Contemplated Thereby. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transactionACTION, includingOR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, without limitationOR THE TRANSACTIONS RELATED THERETO, contract claimsIN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, tort claimsAND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, breach of duty claimsDEMAND, and all other common law and statutory claims. The Loan Parties and each other party to the Loan Documents acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationshipACTION, that each has already relied on this waiver in entering into the Loan DocumentsOR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties and each other party to the Loan Documents warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.9 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY 10.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS THE WAIVER OF THEIR RIGHT TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the courtTRIAL BY JURY.