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 XXXVENIENS 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 XXXVENIENS CONXXXXENS 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 XXXVENIENS 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. 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 XXXVENIENS 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 DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK XXXX COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON XXXVENIENS 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 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 XXXVENIENS 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 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 AGREEMENX, XACH 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 XXXVENIENS 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 DISTRICT OF ILLINOIS ILLINOIS, EASTERN DIVISION, AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK XXXX COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON XXXVENIENS 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 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 XXXVENIENS FORUX XXN 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 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 XXXVENIENS 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 WESTERN DISTRICT OF ILLINOIS MISSOURI AND THE STATE COURTS OF ILLINOIS MISSOURI LOCATED IN COOK XXXXXX COUNTY AND WAIVES WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON XXXVENIENS 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 NOTE 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, BORROWER AND (2) GRANTOR AND SECURED PARTY LENDER 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.. [SIGNATURE PAGES FOLLOW]

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 XXXVENIENS 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 AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK XXXX COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON XXXVENIENS 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. WITHOUT INTENDING TO ALTER OR LIMIT THE PROVISIONS OF SECTION 20.11, 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 1336346.6 MISSOURI LOCATED IN COOK ST. LOUIS COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON XXXVENIENS 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 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 XXXVENIENS 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 XXXVENIENS 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 XXXVENIENS NXX XONVENIENS 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 Consent to Service of Process and Jurisdiction. THE EXCEPTION OBLIGATIONS OF BORROWER UNDER THE LOAN DOCUMENTS ARE PERFORMABLE IN THE NEXT SENTENCEPROVINCE OF ALBERTA, 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 CANADA. ANY OBJECTION BASED ON VENUE OR FORUM NON XXXVENIENS 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 XXX XXXXXX XX XXX XXXXXXXX XX XXXXXXX, XXXXXX, 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 50 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, 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 PROVINCE OF ALBERTA, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, CANADA 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 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 CXXX COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON XXXVENIENS 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 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 XXXVENIENS 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 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 XXXVENIENS 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 ORGANIZATION AND THE LENDER AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE NEXT SENTENCE, GRANTOR COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND SECURED PARTY HEREBY AGREE CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE FEDERAL COURT ORGANIZATION BY REGISTERED MAIL AT THE ADDRESS SPECIFIED IN SECTION 17. THE ORGANIZATION AND THE LENDER EACH HEREBY NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED WITH A “[*]” IN PLACE OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND REDACTED LANGUAGE. WAIVES ANY OBJECTION BASED ON THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OR FORUM NON XXXVENIENS 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 SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. IN THE EVENT OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ANY LEGAL ACTION TAKEN TO RESOLVE A DISPUTE BETWEEN THE PARTIES, THE PREVAILING PARTY SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY SHALL HAVE THE RIGHT ENTITLED 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, RECOVER REASONABLE ATTORNEY FEES 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 JURISDICTIONSCOSTS.

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 XXXX COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON XXXVENIENS 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 CXXX COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON XXXVENIENS 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 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 XXXVENIENS 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 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 XXXVENIENS CONVXXXXNS 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.