Judicial Proceedings. Each of the Borrower and the Lender agrees to submit to personal jurisdiction in any court of competent jurisdiction in Harris County in the State of Texas, and to irrevocably waive any objection it may now or hereafter have as to the venue of any proceeding brought in such court or that such court is an inconvenient forum. Each of the Borrower and the Lender hereby waives personal service of process and consents that service of process upon it may be made, and deemed completed, in accordance with the provisions of [Section 11].

No Proceedings. No party to this Amendment may, prior to the date which is two (2) years and one (1) day after the Final Payout Date, institute against, or join any other Person in instituting against, the SPV any proceeding of a type referred to in the definition of Event of Insolvency.

There is no material Proceeding or Order pending, outstanding or, to the Seller’s Knowledge, threatened against or related to the Acquired Assets, whether at law or in equity, whether civil or criminal in nature or by or before any arbitrator or Governmental Authority, nor, to the Seller’s Knowledge, are there any investigations relating to the Acquired Assets or, to the Seller’s Knowledge, threatened by or before any arbitrator or any Governmental Authority, which, if determined adversely to the Seller, would be material to the Acquired Assets, taken as a whole, or which would reasonably be expected to impair the Seller’s ability to consummate any of the transactions contemplated hereby or by any of the other Transaction Documents.

There is no Proceeding or Order pending against, or to the Buyer’s knowledge, threatened against the Buyer before any arbitrator or any Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereby and the other Transaction Documents or which would or would

No Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of the Borrower, threatened against the Borrower, before any Governmental Authority # asserting the invalidity of any Borrower Basic Document, # seeking to prevent the consummation of any of the transactions contemplated by the

No Proceedings. There is no litigation, proceeding or investigation pending or, to its knowledge, threatened against it, before any Governmental Authority # asserting the invalidity of this Agreement, # seeking to prevent the consummation of any of the transactions contemplated by this Agreement or # seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect (solely with respect to part # of the definition thereof).

Legal Proceedings. Seller warrants that there is not and he is not aware of any action, suit, proceeding, claim, arbitration, or investigation by any Governmental Entities or other person # to which Company is or may be a party relating to the activities of the Company prior to the Closing Date, # threatened against or relating to Company or any of Company's assets or businesses, # challenging Company's right to execute, acknowledge, seal, deliver, perform under or consummate the transactions contemplated by this Agreement, or # asserting any rights with respect to any of the Control Shares, and there is no basis for any such action, suit, proceeding, claim, arbitration or investigation.

Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Borrower or any Material Subsidiary, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of any Borrower’s or any Material Subsidiary’s properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within 60 days after commencement, filing or levy; # any Borrower or any Material Subsidiary admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or # any Borrower or any Material Subsidiary acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its property or business; or

Subsequent Proceedings. The parties agree that this Letter Agreement may be used as evidence only in a subsequent proceeding to enforce the provisions of this Letter Agreement and/or a subsequent proceeding in which the provisions of this Letter Agreement are a defense to a claim or suit brought against the Company by you.

Corporate Proceedings. The Agent shall have received, with a copy for each Bank, a copy of the resolutions, in form and substance reasonably satisfactory to the Agent, of the Board of Directors of ​ authorizing # the execution, delivery and performance of this Agreement and # the borrowings contemplated hereunder, certified by the Secretary or an Assistant Secretary of ​ as of the Closing Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and shall be in form and substance reasonably satisfactory to the Agent.