Common use of Choice of Forum Clause in Contracts

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR GUARANTOR AND SECURED PARTY AGENT HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CON▇▇▇VENIENS ▇ENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AGENT AND GRANTOR GUARANTOR OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT GUARANTY OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY AGENT SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR GUARANTOR OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR GUARANTOR AND SECURED PARTY AGENT ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY BORROWER HEREBY AGREE IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE ANY STATE OR FEDERAL COURT SEATED IN BERGEN COUNTY OR THE DISTRICT OF NEW JERSEY, AND CONSENTS THAT ALL SERVICE OF PROCESS BE SENT PREPAID BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE DIRECTED TO THE BORROWER AT THE BORROWER'S ADDRESS SET FORTH HEREIN AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED ON THE BUSINESS DAY AFTER DEPOSIT WITH SUCH COURIER; PROVIDED THAT NOTHING CONTAINED IN THIS AGREEMENT WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST THE BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF THE NORTHERN DISTRICT OF ILLINOIS BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. THE BANK AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY BORROWER AGREE THAT THE VENUE PROVIDED ABOVE IS THE MOST CONVENIENT FORUM FOR BOTH THE BANK AND THE BORROWER. THE BORROWER WAIVES ANY OBJECTION TO VENUE AND ANY OBJECTION BASED ON VENUE OR A MORE CONVENIENT FORUM NON ▇▇▇VENIENS WITH RESPECT TO IN ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH UNDER THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONSAGREEMENT.

Choice of Forum. SUBJECT ONLY Consent to Service of Process and Jurisdiction; Waiver of Trial by Jury. (a) CHOICE OF FORUM, ETC. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE FEDERAL COURT COURTS OF THE NORTHERN STATE OF NEW YORK SITTING IN BOROUGH OF MANHATTAN IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS COURT LOCATED IN COOK COUNTY THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS WITH RESPECT TO APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION INSTITUTED THEREINOR PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THEM THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN CONNECTION WITH 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. NOTHING IN THIS CREDIT AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST GRANTOR SUCH PARTY OR ITS PROPERTY PROPERTIES IN ANY THE COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONSJURISDICTION.

Choice of Forum. SUBJECT ONLY Waiver of Jury Trial a) ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY JUDGMENT ENTERED BY ANY COURT REGARDING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE THIRD JUDICIAL DISTRICT COURT FOR THE STATE OF UTAH OR IN THE UNITED STATES DISTRICT COURT FOR THE STATE OF UTAH. EACH OF THE LOAN PARTIES IRREVOCABLY SUBMITS TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT COURTS OF THE NORTHERN THIRD JUDICIAL DISTRICT OF ILLINOIS AND COURT FOR THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY UTAH AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING OF THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR UNITED STATES DISTRICT COURT FOR THE CONDUCT STATE OF UTAH FOR THE PURPOSE OF ANY OF THEM SUCH ACTION OR PROCEEDING AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH ACTION OR PROCEEDING. EACH OF THE LOAN PARTIES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE NOW OR IN THE FUTURE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. b) EACH OF THE LOAN PARTIES (FOR ITSELF, ANYONE CLAIMING THROUGH IT OR IN ITS NAME, AND ON BEHALF OF ITS EQUITY HOLDERS) IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY REGARDING ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN ANY OF THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. c) Any arbitration proceeding between the Borrower (1or any other Loan Party) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERALand the Securities Intermediary, OR OTHER SECURITY FOR THE LOAN OBLIGATIONSregardless of whether or not based on circumstances related to any court proceedings between the Bank and the Borrower (or the other Loan Party), AND will not provide a basis for any stay of the court proceedings. d) Nothing in this Section 17 will be deemed to alter any agreement to arbitrate any controversies which may arise between the Borrower (2or any other Loan Party) GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.and UBS Financial Services Inc. or its predecessors, and any claims between the Borrower or the Loan Party, as applicable, and UBS Financial Services Inc. or its employees (whether or not they have acted as agents of the Bank) will be arbitrated as provided in any agreement between the Borrower or the Loan Party, as applicable, and UBS Financial Services Inc.

Choice of Forum. SUBJECT ONLY Consent to Service of Process and Jurisdiction. THE OBLIGATIONS OF EACH GUARANTOR UNDER THIS AGREEMENT ARE PERFORMABLE IN DALLAS, TEXAS. ANY SUIT, ACTION OR PROCEEDING AGAINST THE GUARANTORS WITH RESPECT TO THE EXCEPTION THIS AGREEMENT OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF, MAY BE BROUGHT IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION COURTS OF THE FEDERAL COURT STATE OF TEXAS, OR IN THE UNITED STATES COURTS LOCATED IN THE NORTHERN DISTRICT OF ILLINOIS TEXAS AND EACH GUARANTOR HEREBY SUBMITS TO THE STATE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ILLINOIS LOCATED ANY SUCH SUIT, ACTION OR PROCEEDING. EACH GUARANTOR HEREBY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN COOK COUNTY AND ANY SUIT, ACTION OR PROCEEDING IN SAID COURT BY THE MAILING THEREOF BY LENDER BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH GUARANTOR, AT THE ADDRESS FOR NOTICES AS PROVIDED IN SECTION 4.3. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION BASED ON WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR FORUM NON ▇▇▇VENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THEM IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY BROUGHT IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING LOCATED IN THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT TO BRING STATE OF TEXAS, AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING AGAINST GRANTOR OR ITS PROPERTY BROUGHT IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE SUCH COURT HAS BEEN BROUGHT IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONSAN INCONVENIENT FORUM.

Choice of Forum. SUBJECT ONLY Waiver of Jury Trial a) ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY JUDGMENT ENTERED BY ANY COURT REGARDING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE THIRD JUDICIAL DISTRICT COURT FOR THE STATE OF UTAH OR IN THE UNITED STATES DISTRICT COURT FOR THE STATE OF UTAH. EACH OF THE LOAN PARTIES IRREVOCABLY SUBMITS TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT COURTS OF THE NORTHERN THIRD JUDICIAL DISTRICT OF ILLINOIS AND COURT FOR THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY UTAH AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING OF THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR UNITED STATES DISTRICT COURT FOR THE CONDUCT STATE OF UTAH FOR THE PURPOSE OF ANY OF THEM SUCH ACTION OR PROCEEDING AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH ACTION OR PROCEEDING. EACH OF THE LOAN PARTIES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE NOW OR IN THE FUTURE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. b) EACH OF THE LOAN PARTIES (FOR ITSELF, ANYONE CLAIMING THROUGH IT OR IN ITS NAME, AND ON BEHALF OF ITS EQUITY HOLDERS) IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY REGARDING ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN ANY OF THE COURTS DESCRIBED ABOVETRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. c) Any arbitration proceeding between the Borrower (or any other Loan Party) and the Securities Intermediary, regardless of whether or not based on circumstances related to any court proceedings between the Bank and the Borrower (or the other Loan Party), will not provide a basis for any stay of the court proceedings. d) Nothing in this Section 17 will be deemed to alter any agreement to arbitrate any controversies which may arise between the Borrower (or any other Loan Party) and UBS Financial Services Inc. or. NOTWITHSTANDING THE FOREGOING: its predecessors, and any claims between the Borrower or the Loan Party, as applicable, and UBS Financial Services Inc. or its employees (1whether or not they have acted as agents of the Bank) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERALwill be arbitrated as provided in any agreement between the Borrower or the Loan Party, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.as applicable. and UBS Financial Services Inc.

Choice of Forum. SUBJECT ONLY TO Consent to Service of Process and Jurisdiction. THE EXCEPTION OBLIGATIONS OF BORROWER UNDER THE LOAN DOCUMENTS ARE PERFORMABLE IN THE NEXT SENTENCEDALLAS COUNTY, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND WAIVES TEXAS. ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREINSUIT, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR THE BORROWER WITH RESPECT TO THE LOAN DOCUMENTS OR ITS PROPERTY ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF, MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS, COUNTY OF DALLAS, OR IN THE UNITED STATES COURTS LOCATED IN DALLAS COUNTY, TEXAS AND THE BORROWER HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING. THE BORROWER HEREBY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY COURTS SUIT, ACTION OR PROCEEDING IN SAID COURT BY THE MAILING THEREOF BY LENDER BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER, AS APPLICABLE, AT THE ADDRESS FOR NOTICES AS PROVIDED IN SECTION 17. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OTHER JURISDICTION DEEMED NECESSARY SUIT, ACTION OR APPROPRIATE PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT BROUGHT IN ORDER TO REALIZE ON THE COLLATERALCOURTS LOCATED IN THE STATE OF TEXAS, OR OTHER SECURITY FOR THE LOAN OBLIGATIONSCOUNTY OF DALLAS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY APPEALS FROM THE COURTS DESCRIBED SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A ANY SUCH COURT LOCATED OUTSIDE THOSE JURISDICTIONSHAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Choice of Forum. SUBJECT ONLY TO Consent to Service of Process and Jurisdiction. THE EXCEPTION OBLIGATIONS OF BORROWER UNDER THE LOAN DOCUMENTS ARE PERFORMABLE IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS WITH RESPECT TO ▇▇▇ COUNTY, TEXAS. ANY ACTION INSTITUTED THEREINSUIT, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR THE BORROWER WITH RESPECT TO THE LOAN DOCUMENTS OR ITS PROPERTY ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF, MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS, COUNTY OF ▇▇▇▇▇▇, OR IN THE UNITED STATES COURTS LOCATED IN ▇▇▇▇▇▇ COUNTY, TEXAS AND THE BORROWER HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING. THE BORROWER HEREBY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY COURTS SUIT, ACTION OR PROCEEDING IN SAID COURT BY THE MAILING THEREOF BY BANK BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER, AS APPLICABLE, AT THE ADDRESS FOR NOTICES AS PROVIDED IN SECTION 16. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OTHER JURISDICTION DEEMED NECESSARY SUIT, ACTION OR APPROPRIATE PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT BROUGHT IN ORDER TO REALIZE ON THE COLLATERALCOURTS LOCATED IN THE STATE OF TEXAS, OR OTHER SECURITY FOR THE LOAN OBLIGATIONSCOUNTY OF ▇▇▇▇▇▇, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY APPEALS FROM THE COURTS DESCRIBED SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A ANY SUCH COURT LOCATED OUTSIDE THOSE JURISDICTIONSHAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER AND SECURED PARTY LENDER HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN EASTERN DISTRICT OF ILLINOIS MISSOURI AND THE STATE COURTS OF ILLINOIS MISSOURI LOCATED IN COOK COUNTY ST. LOUIS COUNTY, MISSOURI, AND WAIVES WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION ----- --- ---------- INSTITUTED THEREIN, AND AGREES AGREE THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY LENDER AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED LENDER DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONSAPPROPRIATE, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.. 36 44

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER AND SECURED PARTY LENDER HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN EASTERN DISTRICT OF ILLINOIS MISSOURI AND THE STATE COURTS OF ILLINOIS MISSOURI LOCATED IN COOK ST. LOUIS COUNTY AND WAIVES THE CITY OF ST. LOUIS, MISSOURI, AND WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES AGREE THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY LENDER AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM EITHER PARTY IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED LENDER DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO Consent to Service of Process and Jurisdiction. THE EXCEPTION OBLIGATIONS OF BORROWERS UNDER THE LOAN DOCUMENTS ARE PERFORMABLE IN THE NEXT SENTENCEDALLAS COUNTY, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND WAIVES TEXAS. ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREINSUIT, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR THE BORROWERS WITH RESPECT TO THE LOAN DOCUMENTS OR ITS PROPERTY ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF, MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS, COUNTY OF DALLAS, OR IN THE UNITED STATES COURTS LOCATED IN DALLAS COUNTY, TEXAS AND THE BORROWERS HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING. THE BORROWERS HEREBY IRREVOCABLY CONSENT TO SERVICE OF PROCESS IN ANY COURTS SUIT, ACTION OR PROCEEDING IN SAID COURT BY THE MAILING THEREOF BY LENDER BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWERS, AT THE ADDRESS FOR NOTICES AS PROVIDED IN SECTION 17. THE BORROWERS HEREBY IRREVOCABLY WAIVE ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OTHER JURISDICTION DEEMED NECESSARY SUIT, ACTION OR APPROPRIATE PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT BROUGHT IN ORDER TO REALIZE ON THE COLLATERALCOURTS LOCATED IN THE STATE OF TEXAS, OR OTHER SECURITY FOR THE LOAN OBLIGATIONSCOUNTY OF DALLAS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE HEREBY FURTHER IRREVOCABLY WAIVE ANY CLAIM THAT ANY APPEALS FROM THE COURTS DESCRIBED SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A ANY SUCH COURT LOCATED OUTSIDE THOSE JURISDICTIONSHAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Choice of Forum. WITHOUT INTENDING TO ALTER OR LIMIT THE PROVISIONS OF SECTION 22.11, SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER AND SECURED PARTY LENDER HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT COURTS OF THE NORTHERN EASTERN DISTRICT OF ILLINOIS MISSOURI, AND THE STATE COURTS OF ILLINOIS MISSOURI LOCATED IN COOK ST. LOUIS COUNTY OR THE CITY OF ST. LOUIS, MISSOURI, AND WAIVES WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES AGREE THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY LENDER AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT AGREEMENT, ANY OTHER LOAN DOCUMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED LENDER DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER AND SECURED PARTY LENDER HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT COURTS OF THE NORTHERN DISTRICT OF ILLINOIS ILLINOIS, AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY COUNTY, AND WAIVES WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON FORU▇ ▇▇▇VENIENS N CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES AGREE THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY LENDER AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT AGREEMENT, ANY OTHER LOAN DOCUMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED LENDER DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER, ADMINISTRATIVE AGENT, AND SECURED PARTY EACH LENDER HEREBY AGREE AGREES TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN EASTERN DISTRICT OF ILLINOIS MISSOURI AND THE STATE COURTS OF ILLINOIS MISSOURI LOCATED IN COOK THE CITY OR COUNTY OF ST. LOUIS AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY ADMINISTRATIVE AGENT, LENDERS, AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY ADMINISTRATIVE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED ADMINISTRATIVE AGENT OR ANY LENDER DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER, ADMINISTRATIVE AGENT, AND SECURED PARTY EACH LENDER HEREBY AGREE AGREES TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS ILLINOIS, EASTERN DIVISION, AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK ▇▇▇▇ COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY ADMINISTRATIVE AGENT, LENDERS, AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY ADMINISTRATIVE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED ADMINISTRATIVE AGENT OR ANY LENDER DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER, AGENT, AND SECURED PARTY LENDERS HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN EASTERN DISTRICT OF ILLINOIS MISSOURI AND THE STATE COURTS OF ILLINOIS MISSOURI LOCATED IN COOK ST. LOUIS COUNTY OR THE CITY OF ST. LOUIS, MISSOURI, AND WAIVES WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES AGREE THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AGENT, LENDERS, AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY AGENT OR LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED AGENT OR LENDERS DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER, ADMINISTRATIVE AGENT, AND SECURED PARTY EACH LENDER HEREBY AGREE AGREES TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON N▇▇ ▇▇VENIENS ONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY ADMINISTRATIVE AGENT, LENDERS, AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY ADMINISTRATIVE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED ADMINISTRATIVE AGENT OR ANY LENDER DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONSAPPROPRIATE, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE 71 MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER, ADMINISTRATIVE AGENT, AND SECURED PARTY EACH LENDER HEREBY AGREE AGREES TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK ▇▇▇▇ COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY ADMINISTRATIVE AGENT, LENDERS, AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY ADMINISTRATIVE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED ADMINISTRATIVE AGENT OR ANY LENDER DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS OR OF THE UNITED STATES OF AMERICA LOCATED IN COOK COUNTY, ILLINOIS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMEN▇, ▇ACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND EACH BANK CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL COURT THOSE COURTS. EACH OF THE NORTHERN DISTRICT OF ILLINOIS COMPANY, THE ADMINISTRATIVE AGENT AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND EACH BANK IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON VENUE OR THE GROUNDS OF FORUM NON ▇▇▇VENIENS WITH RESPECT CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVEANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY THE ADMINISTRATIVE AGENT AND THE BANKS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR THE COMPANY OR ITS PROPERTY IN ANY THE COURTS OF ANY OTHER JURISDICTION DEEMED THE ADMINISTRATIVE AGENT OR THE BANKS DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, COLLATERAL OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, OBLIGATIONS AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER, ADMINISTRATIVE AGENT, AND SECURED PARTY EACH LENDER HEREBY AGREE AGREES TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN EASTERN DISTRICT OF ILLINOIS MISSOURI AND THE STATE COURTS OF ILLINOIS MISSOURI LOCATED IN COOK THE CITY OR COUNTY OF ST. LOUIS, MISSOURI, AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY ADMINISTRATIVE AGENT, LENDERS, AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY ADMINISTRATIVE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED ADMINISTRATIVE AGENT OR ANY LENDER DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK C▇▇▇ COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY Waiver of Jury Trial a) ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS Credit Line Agreement UBS Bank USA CONTEMPLATED BY THIS AGREEMENT OR ANY JUDGMENT ENTERED BY ANY COURT REGARDING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE THIRD JUDICIAL DISTRICT COURT FOR THE STATE OF UTAH OR IN THE UNITED STATES DISTRICT COURT FOR THE STATE OF UTAH. EACH OF THE LOAN PARTIES IRREVOCABLY SUBMITS TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT COURTS OF THE NORTHERN THIRD JUDICIAL DISTRICT OF ILLINOIS AND COURT FOR THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY UTAH AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING OF THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR UNITED STATES DISTRICT COURT FOR THE CONDUCT STATE OF UTAH FOR THE PURPOSE OF ANY OF THEM SUCH ACTION OR PROCEEDING AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH ACTION OR PROCEEDING. EACH OF THE LOAN PARTIES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE NOW OR IN THE FUTURE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. b) EACH OF THE LOAN PARTIES (FOR ITSELF, ANYONE CLAIMING THROUGH IT OR IN ITS NAME, AND ON BEHALF OF ITS EQUITY HOLDERS) IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY REGARDING ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN ANY OF THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. c) Any arbitration proceeding between the Borrower (1or any other Loan Party) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERALand the Securities Intermediary, OR OTHER SECURITY FOR THE LOAN OBLIGATIONSregardless of whether or not based on circumstances related to any court proceedings between the Bank and the Borrower (or the other Loan Party), AND will not provide a basis for any stay of the court proceedings. d) Nothing in this Section 17 will be deemed to alter any agreement to arbitrate any controversies which may arise between the Borrower (2or any other Loan Party) GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.and UBS Financial Services Inc. or its predecessors, and any claims between the Borrower or the Loan Party, as applicable, and UBS Financial Services Inc. or its employees (whether or not they have acted as agents of the Bank) will be arbitrated as provided in any agreement between the Borrower or the Loan Party, as applicable, and UBS Financial Services Inc.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER, ADMINISTRATIVE AGENT, AND SECURED PARTY EACH LENDER HEREBY AGREE AGREES TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK ▇▇▇▇ COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY ADMINISTRATIVE AGENT, LENDERS, AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY ADMINISTRATIVE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED ADMINISTRATIVE AGENT OR ANY LENDER DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR GUARANTOR AND SECURED PARTY AGENT HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK C▇▇▇ COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AGENT AND GRANTOR GUARANTOR OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT GUARANTY OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY AGENT SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR GUARANTOR OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR GUARANTOR AND SECURED PARTY AGENT ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY BORROWER HEREBY AGREE IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE ANY STATE OR FEDERAL COURT SEATED IN MONMOUTH COUNTY OR THE DISTRICT OF NEW JERSEY, AND CONSENTS THAT ALL SERVICE OF PROCESS BE SENT PREPAID BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE DIRECTED TO THE BORROWER AT THE BORROWER'S ADDRESS SET FORTH HEREIN AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED ON THE BUSINESS DAY AFTER DEPOSIT WITH SUCH COURIER; PROVIDED THAT NOTHING CONTAINED IN THIS AGREEMENT WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST THE BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF THE NORTHERN DISTRICT OF ILLINOIS BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. THE BANK AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY BORROWER AGREE THAT THE VENUE PROVIDED ABOVE IS THE MOST CONVENIENT FORUM FOR BOTH THE BANK AND THE BORROWER. THE BORROWER WAIVES ANY OBJECTION TO VENUE AND ANY OBJECTION BASED ON VENUE OR A MORE CONVENIENT FORUM NON ▇▇▇VENIENS WITH RESPECT TO IN ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH UNDER THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONSAGREEMENT.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER AND SECURED PARTY LENDER HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN EASTERN DISTRICT OF ILLINOIS MISSOURI AND THE STATE COURTS OF ILLINOIS MISSOURI LOCATED IN COOK COUNTY THE CITY OF ST. LOUIS, MISSOURI, AND WAIVES WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES AGREE THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY LENDER AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM EITHER PARTY IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED LENDER DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER, ADMINISTRATIVE AGENT, AND SECURED PARTY EACH LENDER HEREBY AGREE AGREES TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK ▇▇▇▇ COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY ADMINISTRATIVE AGENT, LENDERS, AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY ADMINISTRATIVE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED ADMINISTRATIVE AGENT OR ANY LENDER DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS." 5.38. NEW ARTICLE 20 AND ARTICLE 21. The following new Articles 20 and 21 are added to the Original Loan Agreement:

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCEBuyer and Seller agree that any suit, GRANTOR AND SECURED action or proceeding brought by either party against the other party to this Agreement in connection with or arising * filed under application for confidential treatment out of this Agreement shall be brought solely in the federal and state courts sitting in New York New York. Each party consents to the jurisdiction and venue of such courts. EACH PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS IRREVOCABLY AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND UNCONDITIONALLY WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS WITH RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF THEM IN CONNECTION WITH OR RELATING TO THIS AGREEMENT AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR OR ITS PROPERTY IN ANY COURTS ATTORNEY OF ANY OTHER JURISDICTION DEEMED NECESSARY PARTY HAS REPRESENTED, EXPRESSLY OR APPROPRIATE OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN ORDER THE EVENT OF LITIGATION, SEEK TO REALIZE ON ENFORCE THE COLLATERALFOREGOING WAIVER, OR OTHER SECURITY FOR (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE LOAN OBLIGATIONSIMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (2iv) GRANTOR EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED CERTIFICATIONS IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONSTHIS SECTION OF THIS AGREEMENT.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCEBuyer and Seller agree that any suit, GRANTOR AND SECURED action or proceeding brought by either party against the other party to this Agreement in connection with or arising out of this Agreement shall be brought solely in the federal and state courts sitting in New York New York. Each party consents to the jurisdiction and venue of such courts. EACH PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS IRREVOCABLY AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND UNCONDITIONALLY WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS WITH RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF THEM IN CONNECTION WITH OR RELATING TO THIS AGREEMENT AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR OR ITS PROPERTY IN ANY COURTS ATTORNEY OF ANY OTHER JURISDICTION DEEMED NECESSARY PARTY HAS REPRESENTED, EXPRESSLY OR APPROPRIATE OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN ORDER THE EVENT OF LITIGATION, SEEK TO REALIZE ON ENFORCE THE COLLATERALFOREGOING WAIVER, OR OTHER SECURITY FOR (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE LOAN OBLIGATIONSIMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (2iv) GRANTOR EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED CERTIFICATIONS IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONSTHIS SECTION OF THIS AGREEMENT.

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR ASSIGNOR AND SECURED PARTY ASSIGNEE HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONV▇▇▇VENIENS ▇NS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY ASSIGNEE AND GRANTOR ASSIGNOR OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT ASSIGNMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY ASSIGNEE SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR ASSIGNOR OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR ASSIGNOR AND SECURED PARTY ASSIGNEE ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

Choice of Forum. SUBJECT ONLY (a) EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT OR OF ANY OTHER NEW YORK STATE OR FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND EACH HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN THE NORTHERN DISTRICT OF ILLINOIS AND THE BANKRUPTCY COURT OR IN SUCH OTHER NEW YORK STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS FEDERAL COURT. BORROWER AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE WITH RESPECT TO ANY SUCH ACTION INSTITUTED THEREIN, AND AGREES THAT OR PROCEEDING BROUGHT BY IT AGAINST THE AGENT OR ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVELENDER. NOTWITHSTANDING THE FOREGOING: (1) SECURED , THE PARTIES AGREE THAT, WITH RESPECT TO ANY COLLATERAL IN WHICH A SECURITY INTEREST IS GRANTED BY BORROWER TO THE LENDERS AND THE AGENT LOCATED IN OTHER JURISDICTIONS, AND SUBJECT TO THE AUTOMATIC STAY IN THE CHAPTER 11 CASE, THE AGENT 105 SHALL BE ENTITLED TO COMMENCE ACTIONS IN SUCH JURISDICTIONS AGAINST BORROWER OR OTHER PERSONS FOR THE PURPOSE OF SEEKING PROVISIONAL REMEDIES, INCLUDING ACTIONS FOR CLAIM AND DELIVERY OF PROPERTY, OR FOR INJUNCTIVE RELIEF OR APPOINTMENT OF A RECEIVER, OR ACTIONS TO FORECLOSE UPON LIENS GRANTED TO THE LENDERS AND THE AGENT. EACH PARTY TO ANY LOAN DOCUMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, HEREBY EXPRESSLY WAIVES ANY DEFENSE OR OBJECTION TO JURISDICTION OR VENUE BASED ON THE DOCTRINE OF FORUM NON CONVENIENS, AND STIPULATES THAT ANY NEW YORK -------------------- STATE OR FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK SHALL HAVE IN PERSONAM ----------- JURISDICTION AND VENUE OVER SUCH PARTY FOR THE RIGHT PURPOSE OF LITIGATING ANY DISPUTE OR CONTROVERSY ARISING OUT OF OR RELATED TO BRING THE LOAN DOCUMENTS. IN THE EVENT BORROWER SHOULD COMMENCE OR MAINTAIN ANY ACTION OR PROCEEDING AGAINST GRANTOR ARISING OUT OF OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE IN ORDER RELATED TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONSDOCUMENTS IN A FORUM OTHER THAN ONE OF THE FOREGOING COURTS, THE LENDERS AND THE AGENT SHALL BE ENTITLED TO REQUEST THE DISMISSAL OR STAY OF SUCH ACTION OR PROCEEDING, AND BORROWER STIPULATES FOR ITSELF THAT SUCH ACTION OR PROCEEDING SHALL BE DISMISSED OR STAYED. (2b) GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONSBorrower hereby irrevocably designates, appoints and empowers CT Corporation System, whose present address is ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent to receive, for and on its behalf and on behalf of its Property, service of process in the State of New York when and as such legal actions or proceedings may be brought in the New York Courts, and such service of process shall be deemed complete upon the date of delivery thereof to such agent whether or not such agent gives notice thereof to Borrower, or upon the earliest of any other date permitted by applicable Law. It is understood that a copy of said process served on such agent will as soon as practicable be forwarded to Borrower at such address specified in accordance with Section 11.6, ------------ at such address, but its failure to receive such copy shall not affect in any way the service of said process on said agent as the agent of Borrower. Borrower irrevocably consents to the service of process of any of the New York Courts in any such action or proceeding by the mailing of the copies thereof by certified mail, return receipt requested, postage prepaid, to it at its address specified in accordance with Section 11.6, such service to become effective upon the ------------ earlier of (i) the date 10 calendar days after such mailing or (ii) any earlier date permitted by applicable Law. Borrower agrees that it will at all times continuously maintain an agent to receive service of process in the State of New York on behalf of itself and its Property and in the event that, for any reason, the agent named above or its successor shall no longer serve as its agent to receive service of process in the State of New York on its behalf, it shall promptly appoint a successor so to serve and shall advise the Agent and the Lenders thereof (and shall furnish to the Agent the consent of any successor agent so to act).

Choice of Forum. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GRANTOR BORROWER, ADMINISTRATIVE AGENT, AND SECURED PARTY EACH LENDER HEREBY AGREE AGREES TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON ▇▇▇VENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN SECURED PARTY ADMINISTRATIVE AGENT, LENDERS, AND GRANTOR BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY ADMINISTRATIVE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED ADMINISTRATIVE AGENT OR ANY LENDER DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.