BROUGHT IN THE COURTS REFERRED TO ABOVE AND AGREES NOT TO PLEAD OR
CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF THE ADMINISTRATIVE AGENT, THE LC ISSUER AND THE LENDERS TO SERVE
PROCESS IN ANY MANNER PERMITTED BY LAW OR TO COMMENCE PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANY LOAN PARTY IN ANY JURISDICTION. TO THE EXTENT THAT ANY LOAN
PARTY HAS OR MAY HEREAFTER ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH
RESPECT TO SUCH LOAN PARTY OR SUCH LOAN PARTY'S PROPERTY, SUCH LOAN PARTY HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT.
Section 15.20.
Waiver of Right to Trial by Jury and Other Rights. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO TRIAL BY JURY AND ANY RIGHT OR
CLAIM TO ANY CONSEQUENTIAL DAMAGES, EXEMPLARY DAMAGES, EXPECTANCY DAMAGES,
SPECIAL DAMAGES AND GENERAL DAMAGES IN RESPECT OF ANY LITIGATION BASED HEREON,
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY LOAN DOCUMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR
WRITTEN) OR ACTION OF ANY PARTY HERETO OR ANY EXERCISE BY ANY PARTY HERETO OF
THEIR RESPECTIVE RIGHTS HEREUNDER OR IN ANY WAY RELATING TO ANY LOAN OR ANY
PROPERTY (INCLUDING ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT, AND ANY
CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE); PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS
SECTION SHALL LIMIT THE RIGHT OF ANY INDEMNITEE (AS DEFINED IN SECTION 15.05
HEREOF) TO BE FULLY INDEMNIFIED IN ACCORDANCE WITH SECTION 15.05 HEREOF FROM AND
AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS,
INCLUDING, WITHOUT LIMITATION, THOSE BASED UPON CONSEQUENTIAL DAMAGES, EXEMPLARY
DAMAGES, EXPECTANCY DAMAGES, SPECIAL DAMAGES AND/OR GENERAL DAMAGES. THIS WAIVER
IS A MATERIAL INDUCEMENT FOR THE LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE
LENDERS TO ENTER INTO THIS AGREEMENT AND TO MAKE AND RECEIVE THE LOANS.
IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA
(THE "COURT") BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CONTROVERSY,
DISPUTE OR CLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE
Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC
Obligor No.: 0262937922
SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 119
42575.100083 EMF_US 48981686v14
TRANSACTIONS CONTEMPLATED HEREBY (EACH, A "CLAIM") AND THE WAIVER SET FORTH IN
THE PRECEDING PARAGRAPH IS NOT ENFORCEABLE IN SUCH ACTION OR PROCEEDING, THE
PARTIES HERETO AGREE AS FOLLOWS:
(a)
WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBPARAGRAPH (b) BELOW,
ANY CLAIM