the LC Obligations and all other Obligations and the
offsets or defenses thereto, if any, all in form and substance reasonably
acceptable to the Administrative Agent.
Section 15.18.
Recourse. Notwithstanding anything to the contrary contained
in this Agreement or in any other Loan Document, the liability for payment of
the Loans, the LC Obligations and all other Obligations and for the payment and
performance of all other agreements, covenants and obligations contained herein
or in any of the other Loan Documents, shall be the full recourse obligations of
the Borrowers and the Guarantors.
Section 15.19.
Governing Law; Consent to Jurisdiction.
(a)
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES
OTHER THAN SECTION 5‐1401 OF THE GENERAL OBLIGATIONS LAW); PROVIDED THAT THE
ADMINISTRATIVE AGENT, THE LC ISSUER AND EACH LENDER SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.
(b)
EACH PARTY HERETO HEREBY CONSENTS, UNCONDITIONALLY AND IRREVOCABLY, TO
THE NONEXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE STATE OF
NEW YORK AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH
RESPECT TO ANY PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE ARISING UNDER
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
IN CONTRACT, TORT, EQUITY OR OTHERWISE OTHER THAN PURSUIT OF A JUDGMENT ON A
NOTE WHERE SUIT IS ALSO BROUGHT IN THE STATE WHERE ANY PROPERTY IS LOCATED TO
TAKE JURISDICTION OF SUCH PROPERTY. EACH LOAN PARTY FURTHER CONSENTS, GENERALLY,
UNCONDITIONALLY AND IRREVOCABLY, TO THE NONEXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS OF EACH STATE WHERE ANY PROPERTY IS LOCATED IN RESPECT OF ANY
PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE ARISING WITH RESPECT TO SUCH
PROPERTY, INCLUDING BUT NOT LIMITED TO FORECLOSURES, AND EACH LOAN PARTY AGREES
THAT THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY
ACTION OR PROCEEDING AGAINST SUCH LOAN PARTY OR ITS PROPERTY IN THE COURTS OF
ANY OTHER JURISDICTION WHICH THE ADMINISTRATIVE AGENT OR THE LENDERS DEEM
NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY
FOR THE OBLIGATIONS OR TO OTHERWISE ENFORCE ITS RIGHTS AGAINST ANY LOAN PARTY OR
THEIR RESPECTIVE PROPERTY. EACH LOAN PARTY FURTHER IRREVOCABLY WAIVES PERSONAL
Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC
Obligor No.: 0262937922
SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 118
42575.100083 EMF_US 48981686v14
SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS TO THE SERVICE OF PROCESS,
GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, AT THE ADDRESSES SET FORTH HEREIN IN
CONNECTION WITH ANY OF THE AFORESAID PROCEEDINGS IN ACCORDANCE WITH THE RULES
APPLICABLE TO SUCH PROCEEDINGS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
LOAN PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW HAVE OR HAVE
IN THE FUTURE TO THE LAYING OF VENUE IN RESPECT OF ANY OF THE AFORESAID
PROCEEDINGS