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

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

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

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

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

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in Atlanta, Georgia. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia; New York (without giving effect to the conflict of laws principles thereof other than Section 5-1401 of the New York General Obligations Law): provided, however, that if any of the Collateral shall be located in any jurisdiction other than GeorgiaNew York, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent's Lender’s Lien upon such Collateral and the enforcement of Agent's Lender’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of GeorgiaNew York. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of Borrowerany Borrower or Lender, any Lender or Agent, each Borrower hereby consents and agrees that the Superior Court of Xxxx Cxxx County, Georgia, or, at Agent's Lender’s option, the United States District Court for the Northern District of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of Borrower, Agent between Borrowers and Lenders Lender pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Courtcourt, and each Borrower hereby waives any objection which that such Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniensconveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to Borrower Borrowers at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of Borrower's Technologies’ actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent Lender to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent Lender of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

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

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

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

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

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in Atlanta, Georgia. This Agreement agreement shall be governed by and construed in accordance with the laws of the State of Georgia; providedNew York without regard to its conflict of law provisions. The Pledgor agrees that all proceedings concerning the interpretations, however, that if any enforcement and defense of the Collateral transactions contemplated by this Agreement, the Transaction Documents and the Note (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be located commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. The Pledgor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any jurisdiction other than Georgiaproceeding, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent's Lien upon such Collateral and the enforcement of Agent's other remedies in respect of such Collateral any claim that it is not personally subject to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of Georgia. As part of the consideration for new value received, and regardless of any present such court or future domicile that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or principal place certified mail or overnight delivery (with evidence of business of Borrower, any Lender or Agent, Borrower hereby consents delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the Superior Court fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of Xxxx County, Georgia, or, at Agent's option, the United States District Court for the Northern District of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of Borrower, Agent and Lenders pertaining relating to this Agreement or the transactions contemplated hereby. If any party shall commence a proceeding to enforce any matter arising out provisions of or related to this Agreement. Borrower expressly submits and consents , then the prevailing party in advance to such jurisdiction in any action or suit commenced in any such Court, and Borrower hereby waives any objection which Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Each Borrower hereby waives personal service of proceeding shall be reimbursed by the summons, complaint other party for its reasonable attorneys’ fees and other process issued in any such action or suit reasonable costs and agrees that service expenses incurred with the investigation, preparation and prosecution of such summons, complaint and other process may be made by certified mail addressed to Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of Borrower's actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdictionproceeding.

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in AtlantaNew York, GeorgiaNew York. This Agreement shall be governed by and construed in accordance with the laws of the State of GeorgiaNew York (without giving effect to the conflict of law principles thereof); provided, however, that that, if any of the Collateral shall be located in any jurisdiction other than GeorgiaNew York, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of the applicable Agent's ’s Lien upon such Collateral and the enforcement of such Agent's ’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of GeorgiaNew York. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of offof business of any Borrower, any Lender Lender, any Collateral Agent or any Agent, each Borrower hereby consents and agrees that the Superior Court of Xxxx County, Georgia, or, at Agent's option, the United States District Court for the Northern Southern District of Georgia, Atlanta Division, New York located in New York County (the “Southern District”) shall have the exclusive jurisdiction to hear and determine any claims or disputes among any or all of BorrowerBorrowers, Agent Agents, Collateral Agents and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Borrower expressly submits and consents in advance to such exclusive jurisdiction in any action or suit commenced commenced, in any such Court, and each Borrower hereby waives any objection which that such Borrower may have based upon lack of personal jurisdiction, 155 improper venue or forum non conveniensconveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Borrower hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to such Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Borrower's ’s actual receipt thereof or 3 days four (4) Business Days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Administrative Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Administrative Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction. Each Canadian Loan Party hereby agrees to irrevocably and unconditionally appoint an agent for service of process located in The City of New York (the “New York Process Agent”), reasonably satisfactory to Administrative Agent, as its agent to receive on behalf of such Canadian Loan Party and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in the Southern District described in paragraph (a) of this subsection 11.13(f) and agrees promptly to appoint a successor New York Process Agent in The City of New York (which successor New York Process Agent shall accept such appointment in a writing reasonably satisfactory to Administrative Agent) prior to the termination for any reason of the appointment of the initial New York Process Agent. CT Corporation, a WoltersKluwer Company, located at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, telephone: 000-000-0000, facsimile: 212-590-9190, has been appointed as the initial New York Process Agent. In any action or proceeding in the Southern District, service may be made on a Canadian Loan Party by delivering a copy of such process to such Canadian Loan Party in care of the New York Process Agent at the New York Process Agent’s address and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Canadian Loan Party at its address specified in subsection 11.2 with (if applicable) a copy to the Borrower Agent (such service to be effective upon such receipt by the New York Process Agent and the depositing of such process in the mails as aforesaid). Each Canadian Loan Party hereby irrevocably and unconditionally authorizes and directs the New York Process Agent to accept such service on its behalf. As an alternate method of service, each Canadian Loan Party irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in the Southern District by mailing of copies of such process to such Canadian Loan Party by certified or registered air mail at its address specified in Section 15.9. Each Canadian Loan Party agrees that, to the fullest extent permitted by applicable law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent that a Canadian Loan Party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from setoff or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Canadian Loan Party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement and any Credit Document.

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

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

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

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in Atlanta, Georgia. This Agreement agreement shall be governed by and construed in accordance with the laws of the State of Georgia; providedNew York without regard to its conflict of law provisions. The Pledgor agrees that all proceedings concerning the interpretations, however, that if any enforcement and defense of the Collateral transactions contemplated by this Agreement, the Transaction Documents and the Notes (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be located commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. The Pledgor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any jurisdiction other than Georgiaproceeding, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent's Lien upon such Collateral and the enforcement of Agent's other remedies in respect of such Collateral any claim that it is not personally subject to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of Georgia. As part of the consideration for new value received, and regardless of any present such court or future domicile that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or principal place certified mail or overnight delivery (with evidence of business of Borrower, any Lender or Agent, Borrower hereby consents delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the Superior Court fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of Xxxx County, Georgia, or, at Agent's option, the United States District Court for the Northern District of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes among any or all of Borrower, Agent and Lenders pertaining relating to this Agreement or the transactions contemplated hereby. If any party shall commence a proceeding to enforce any matter arising out provisions of or related to this Agreement. Borrower expressly submits and consents , then the prevailing party in advance to such jurisdiction in any action or suit commenced in any such Court, and Borrower hereby waives any objection which Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Each Borrower hereby waives personal service of proceeding shall be reimbursed by the summons, complaint other party for its reasonable attorneys’ fees and other process issued in any such action or suit reasonable costs and agrees that service expenses incurred with the investigation, preparation and prosecution of such summons, complaint and other process may be made by certified mail addressed to Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of Borrower's actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdictionproceeding.

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

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

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

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

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

GOVERNING LAW; CONSENT TO FORUM. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in AtlantaDallas, GeorgiaTexas. This Agreement shall be governed by and construed in accordance with the laws of the State of GeorgiaTexas; provided, however, that if any of the Collateral shall be located in any jurisdiction other than GeorgiaTexas, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent's ’s Lien upon such Collateral and the enforcement of Agent's ’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of GeorgiaTexas. As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of any Borrower, any Lender or Agent, Borrower each Credit 77 Party hereby consents and agrees that the Superior any U.S. Federal or Texas State Court of Xxxx Countysitting in Dallas, Georgia, or, at Agent's option, the United States District Court for the Northern District of Georgia, Atlanta Division, Texas shall have jurisdiction to hear and determine any claims or disputes among any or all of Borrowerthe Credit Parties, Agent and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Borrower Each Credit Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such Court, and Borrower each Credit Party hereby waives any objection which Borrower such Credit Party may have based upon lack of personal jurisdiction, improper venue or forum non conveniensconveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such Court. Each Borrower Credit Party hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint and other process may be made by certified mail addressed to Borrower such Credit Party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of Borrower's such Credit Party’s actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

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

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

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

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

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