Common use of Consent to Jurisdiction and Venue Clause in Contracts

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTED.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY COMPANY, EACH PRINCIPAL SHAREHOLDER AND LLCP HEREBY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS CONNECTION WITH THIS AGREEMENT OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO ARISING OUT OF THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES ANY OTHER INVESTMENT DOCUMENT OR THE ANY OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 6.14 SHALL PRECLUDE LLCP FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS ASSETS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LLCP. THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY COMPANY, EACH PRINCIPAL SHAREHOLDER AND LLCP HEREBY (A) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES THE COMPANY, EACH PRINCIPAL SHAREHOLDER AND LLCP HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 6.5 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAILS, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE COMPANY AND EACH PRINCIPAL SHAREHOLDER HEREBY EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING ANY ACTION INVOLVING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE BROUGHT AND MAINTAINED SOLELY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE. EACH OF THE PARTIES HERETO (I) IRREVOCABLY CONSENTS TO THE CONTRARY EXCLUSIVE JURISDICTION AND VENUE OF THE COURT OF CHANCERY IN THE LOAN AGREEMENTSSTATE OF DELAWARE, THE LEASE AGREEMENTS IN CONNECTION WITH ANY MATTER BASED UPON OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO ARISING OUT OF THIS AGREEMENT OR THE LOAN AGREEMENTSMATTERS CONTEMPLATED HEREIN AND IRREVOCABLY CONSENTS TO THE SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS IN ANY OTHER ACTION OR PROCEEDING RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ON BEHALF OF ITSELF OR ITS PROPERTY, BY THE PERSONAL DELIVERY OF COPIES OF SUCH PROCESS TO SUCH PARTY (PROVIDED, THAT, THE LEASE AGREEMENTSFOREGOING SHALL NOT AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW) AND WAIVES AND COVENANTS NOT TO ASSERT OR PLEAD ANY OBJECTION WHICH THEY MIGHT OTHERWISE HAVE TO SUCH JURISDICTION, VENUE AND SUCH PROCESS AND (II) AGREES NOT TO COMMENCE ANY LEGAL PROCEEDINGS RELATED HERETO EXCEPT IN SUCH COURTS. THE GUARNATEES OR PARTIES AGREE THAT FOR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT PURPOSE OF OR RELATED TO ENFORCING THE COVENANTS IN THIS AGREEMENT, THE LOAN AGREEMENTSPARTIES MAY APPLY DIRECTLY TO ANY COURT OF COMPETENT JURISDICTION WHEREVER LOCATED FOR A TEMPORARY RESTRAINING ORDER, INJUNCTION OR INJUNCTIVE RELIEF OR OTHER INTERIM OR CONSERVATORY RELIEF, AS NECESSARY, TO ENFORCE THE LEASE AGREEMENTS, THE GUARANTEES OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING COVENANTS IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR WITHOUT BREACH OF THIS PROVISION AND WITHOUT ABRIDGEMENT OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK POWERS OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDDELAWARE COURTS.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING THE ACCOUNT PARTY HEREBY CONSENTS TO THE CONTRARY IN EXCLUSIVE JURISDICTION OF ANY STATE COURT WITHIN NEW YORK COUNTY, NEW YORK OR ANY FEDERAL COURT LOCATED WITHIN THE LOAN AGREEMENTS, SOUTHERN DISTRICT OF THE LEASE AGREEMENTS STATE OF NEW YORK OR ANY APPELLATE COURT THEREOF FOR ANY PROCEEDING INSTITUTED HEREUNDER OR UNDER ANY OF THE OTHER LOAN CREDIT DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO IN CONNECTION WITH THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENT OR ANY OF THE OTHER LOAN CREDIT DOCUMENTS; , OR ANY PROCEEDING TO WHICH BANK OR THE ACCOUNT PARTY IS A PARTY, INCLUDING ANY ACTIONS BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF BANK OR PROCEEDING TO WHICH BANK OR THE ACCOUNT PARTY IS A PARTY. THE BANK AND THE ACCOUNT PARTY IRREVOCABLY AGREE TO BE BOUND (SUBJECT TO ANY AVAILABLE RIGHT OF APPEAL) BY ANY JUDGMENT RENDERED OR RELIEF GRANTED THEREBY AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE WAIVES ANY OBJECTION WHICH THEY THAT IT MAY HAVE BASED UPON ON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE CONDUCT OF ANY SUCH PROCEEDING. THE BANK AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND THE ACCOUNT PARTY IRREVOCABLY AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE DULY EFFECTED UPON IT BY MAILING A COPY THEREOF, BY REGISTERED OR CERTIFIED MAIL ADDRESSED MAIL, POSTAGE PREPAID, TO BORROWERS IT AT THE ITS ADDRESS SET FORTH OR REFERRED TO IN SECTION 19 BELOW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR THE RIGHT OF BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE ACCOUNT PARTY OR ITS PROPERTIES IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER COURTS OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDOTHER JURISDICTION.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE CONTRARY EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA, IN EACH CASE LOCATED IN THE LOAN AGREEMENTSCOUNTY OF NEW YORK, FOR ANY ACTION, PROCEEDING OR INVESTIGATION IN ANY COURT OR BEFORE ANY GOVERNMENTAL AUTHORITY ("LITIGATION") ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES TRANSACTIONS CONTEMPLATED HEREBY CONSENT (AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HANDSUCH COURTS), AND FURTHER AGREES THAT SERVICE OF ANY FIFTH THIRD PARTYPROCESS, ON SUMMONS, NOTICE OR DOCUMENT BY REGISTERED MAIL TO ITS RESPECTIVE ADDRESS SET FORTH IN THIS AGREEMENT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY LITIGATION BROUGHT AGAINST IT IN ANY SUCH COURT. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York or the United States of America, in each case located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Litigation brought in any such court has been brought in an inconvenient forum. EACH OF THE OTHER HANDPARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, PERTAINING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDTRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT ALL ADVERSE PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER EQUITY DOCUMENT SHALL BE TRIED AND LITIGATED IN ANY FEDERAL COURT OF THE SOUTHERN DISTRICT OF NEW YORK OR ANY STATE OR FEDERAL COURTS COURT LOCATED IN CXXX NEW YORK COUNTY, ILLINOIS AND OAKLAND COUNTYSTATE OF NEW YORK, MICHIGAN WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO ARISING OUT OF THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE ANY OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, . THE LOAN AGREEMENTS, PARTIES HEREBY (A) IRREVOCABLY SUBMIT TO THE LEASE AGREEMENTS, JURISDICTION OF ANY FEDERAL COURT OF THE GUARANTEES SOUTHERN DISTRICT OF NEW YORK OR ANY STATE COURT LOCATED IN NEW YORK COUNTY, STATE OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDEDNEW YORK, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION OR SUIT ADVERSE PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY (B) WAIVE ANY RIGHT THEY MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY (C) CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN THE PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT ADVERSE PROCEEDING AND AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS Section 11.5 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S SUCH PERSON’S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAILS, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE PARTIES HEREBY EXPRESSLY WAIVE, IN RESPECT OF ANY SUCH ADVERSE PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH COMPANY PARTY AND THE CONTRARY PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS CONNECTION WITH THIS AGREEMENT OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 12.10 SHALL PRECLUDE THE LOAN AGREEMENTSPURCHASER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE GUARANTEES COMPANY PARTIES OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH COMPANY PARTY AND CONSENT THE PURCHASER HEREBY (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH COMPANY PARTY AND THE PURCHASER HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 12.7 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S SUCH PERSON’S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH COMPANY PARTY HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT ALL ADVERSE PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INVESTMENT DOCUMENT SHALL BE TRIED AND LITIGATED IN ANY FEDERAL COURT OF THE SOUTHERN DISTRICT OF NEW YORK OR ANY STATE OR FEDERAL COURTS COURT LOCATED IN CXXX NEW YORK COUNTY, ILLINOIS AND OAKLAND COUNTYSTATE OF NEW YORK, MICHIGAN WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO ARISING OUT OF THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE ANY OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 8.5 SHALL PRECLUDE ANY HOLDER FROM BRINGING ANY ADVERSE PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL ITS ASSETS MAY BE DEEMED FOUND OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH HOLDER. THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY HEREBY (A) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY FEDERAL COURT OF THE SOUTHERN DISTRICT OF NEW YORK OR ANY STATE COURT LOCATED IN NEW YORK COUNTY, STATE OF NEW YORK, AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION OR SUIT ADVERSE PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY (B) WAIVE ANY RIGHT THEY MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY (C) CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN THE PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT ADVERSE PROCEEDING AND AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 8.10 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S SUCH PERSON’S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAILS, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE PARTIES HEREBY EXPRESSLY WAIVE, IN RESPECT OF ANY SUCH ADVERSE PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING ANY ACTION INVOLVING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT AND MAINTAINED IN THE CITY OF SAN FRANCISCO, CALIFORNIA. EACH OF THE PARTIES HERETO (I) IRREVOCABLY CONSENTS TO THE CONTRARY IN NONEXCLUSIVE JURISDICTION AND VENUE OF THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT UNITED STATES FEDERAL AND AGREE THAT THE CALIFORNIA STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYSTATE OF CALIFORNIA, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE IN CONNECTION WITH ANY CLAIMS MATTER BASED UPON OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO ARISING OUT OF THIS AGREEMENT OR THE LOAN AGREEMENTSMATTERS CONTEMPLATED HEREIN AND IRREVOCABLY CONSENTS TO THE SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS IN ANY OTHER ACTION OR PROCEEDING RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ON BEHALF OF ITSELF OR ITS PROPERTY, BY THE PERSONAL DELIVERY OF COPIES OF SUCH PROCESS TO SUCH PARTY (PROVIDED, THAT, THE LEASE AGREEMENTSFOREGOING SHALL NOT AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW) AND WAIVES AND COVENANTS NOT TO ASSERT OR PLEAD ANY OBJECTION WHICH THEY MIGHT OTHERWISE HAVE TO SUCH JURISDICTION, VENUE AND SUCH PROCESS AND (II) AGREES NOT TO COMMENCE ANY LEGAL PROCEEDINGS RELATED HERETO EXCEPT IN SUCH COURTS. THE GUARNATEES OR PARTIES AGREE THAT FOR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT PURPOSE OF OR RELATED TO ENFORCING THE COVENANTS IN THIS AGREEMENT, THE LOAN AGREEMENTSPARTIES MAY APPLY DIRECTLY TO ANY COURT OF COMPETENT JURISDICTION WHEREVER LOCATED FOR A TEMPORARY RESTRAINING ORDER, INJUNCTION OR INJUNCTIVE RELIEF OR OTHER INTERIM OR CONSERVATORY RELIEF, AS NECESSARY, TO ENFORCE THE LEASE AGREEMENTS, THE GUARANTEES OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING COVENANTS IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR WITHOUT BREACH OF THIS PROVISION AND WITHOUT ABRIDGEMENT OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK POWERS OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDCALIFORNIA COURTS.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYXXX XXXX XX XXXXXX, ILLINOIS AND OAKLAND COUNTYXXXXXX XX XXXXXXX, MICHIGAN XXXXXXXXXXXX OF MASSACHUSETTS, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 10.8 SHALL PRECLUDE BUYER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR SELLERS OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER. EACH OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT COMPANY AND CONSENT EACH SELLER, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH PARTY HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 10.5 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN SUCH PARTY'S ’S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH OF THE COMPANY AND EACH SELLER HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PARTY’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH OF THE CONTRARY COMPANY PARTIES AND THE PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS CONNECTION WITH THIS AGREEMENT OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 14.9 SHALL PRECLUDE THE LOAN AGREEMENTSPURCHASER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE GUARANTEES COMPANY PARTIES OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH COMPANY PARTY AND CONSENT THE PURCHASER HEREBY (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH COMPANY PARTY AND THE PURCHASER HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, 109 COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 14.6 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH COMPANY PARTY HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY*, ILLINOIS AND OAKLAND COUNTY, MICHIGAN WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 10.7 SHALL PRECLUDE BUYER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR SELLERS OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER. EACH OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT COMPANY AND CONSENT EACH SELLER, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH OF THE COMPANY AND ALL PROCESS ISSUED EACH SELLER HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR SUIT AND AGREE OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT SERVICE NOW OR HEREAFTER, BY REASON OF SUCH PROCESS PARTY’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED AVAILABLE TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDIT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF Illinois APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH OF THE COMPANIES, THE SUBORDINATED LENDERS AND AGENT HEREBY CONSENT CONSENTS AND AGREE AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN Illinois SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIESAMONG THE COMPANIES, ON THE ONE HAND, SUBORDINATED LENDERS AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, AGENT PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENT OR ANY OF THE OTHER SENIOR LOAN DOCUMENTS; AND FURTHER , PROVIDED, THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF Illinois AND, PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE SENIOR OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH OF THE FIFTH THIRD PARTIES. LOAN PARTIES COMPANIES AND THE SUBORDINATED LENDERS EXPRESSLY SUBMIT SUBMITS AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES EACH OF THE COMPANIES AND THE SUBORDINATED LENDERS HEREBY WAIVE WAIVES ANY OBJECTION WHICH THEY IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS CONVENIENS. EACH OF THE COMPANIES AND THE SUBORDINATED LENDERS HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINTS AND ALL OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS IT AT THE ADDRESS SET FORTH IN THE SENIOR LOAN AGREEMENTS AGREEMENT OR BENEATH ITS SIGNATURE LINE BELOW, AS THE CASE MAY BE, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYCOMPANY'S OR ANY SUBORDINATED LENDERS' ACTUAL RECEIPT THEREOF OR FIVE THREE (53) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDU.S. MAILS, PROPER POSTAGE PREPAID.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT ALL ACTIONS, SUITS, PROCEEDINGS, CLAIMS OR DISPUTES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER EQUITY DOCUMENT SHALL BE TRIED AND LITIGATED IN ANY FEDERAL COURT OF THE SOUTHERN DISTRICT OF NEW YORK OR ANY STATE OR FEDERAL COURTS COURT LOCATED IN CXXX NEW YORK COUNTY, ILLINOIS AND OAKLAND COUNTYSTATE OF NEW YORK, MICHIGAN WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO ARISING OUT OF THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE ANY OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, . THE LOAN AGREEMENTS, PARTIES HEREBY (A) IRREVOCABLY SUBMIT TO THE LEASE AGREEMENTS, JURISDICTION OF ANY FEDERAL COURT OF THE GUARANTEES SOUTHERN DISTRICT OF NEW YORK OR ANY STATE COURT LOCATED IN NEW YORK COUNTY, STATE OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDEDNEW YORK, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT, PROCEEDING, CLAIM OR SUIT DISPUTE COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY (B) WAIVE ANY RIGHT THEY MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY (C) CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN THE PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT, PROCEEDING, CLAIM OR SUIT DISPUTE AND AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 7.6 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S SUCH PERSON’S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAILS, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE PARTIES HEREBY EXPRESSLY WAIVE, IN RESPECT OF ANY SUCH ACTION, SUIT, PROCEEDING, CLAIM OR DISPUTE, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY ALL JUDICIAL PROCEEDINGS ARISING IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF UNDER OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTSNOTE, THE LEASE AGREEMENTS, THE GUARANTEES OR ANY OF THE OTHER LOAN DOCUMENTSDOCUMENTS OR EXCLUDED AGREEMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF TEXAS. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO GENERALLY AND UNCONDITIONALLY: (A) CONSENTS TO PERSONAL JURISDICTION IN XXXXXX COUNTY, STATE OF TEXAS; (B) WAIVES ANY OBJECTION AS TO JURISDICTION OR VENUE IN XXXXXX COUNTY, STATE OF TEXAS; (C) AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE IN THE AFORESAID COURTS; AND FURTHER PROVIDED(D) IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THAT NOTHING THE NOTE, THE OTHER LOAN DOCUMENTS OR EXCLUDED AGREEMENTS. SERVICE OF PROCESS ON ANY PARTY HERETO IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE EFFECTIVE IF GIVEN IN ACCORDANCE WITH THE REQUIREMENTS FOR NOTICE SET FORTH IN SUBSECTION 10.3, ABOVE AND SHALL BE DEEMED OR OPERATE EFFECTIVE AND RECEIVED AS SET FORTH IN SUBSECTION 10.3, ABOVE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION SERVE PROCESS IN ANY OTHER JURISDICTION MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF EITHER PARTY TO COLLECT BRING PROCEEDINGS IN THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR COURTS OF ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTED.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH OF THE CONTRARY IN THE LOAN AGREEMENTSCOMPANY, THE LEASE AGREEMENTS PRINCIPAL SHAREHOLDERS AND LLCP HEREBY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO ARISING OUT OF THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES ANY OTHER INVESTMENT DOCUMENT OR THE ANY OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 6.13 SHALL PRECLUDE LLCP FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS ASSETS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LLCP. EACH OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT COMPANY, THE PRINCIPAL SHAREHOLDERS AND CONSENT LLCP HEREBY (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH OF THE COMPANY, THE PRINCIPAL SHAREHOLDERS AND LLCP HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 6.5 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAILS, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE COMPANY AND EACH PRINCIPAL SHAREHOLDER HEREBY EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH OF THE CONTRARY COMPANY PARTIES AND THE PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS CONNECTION WITH THIS AGREEMENT OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 14.9 SHALL PRECLUDE THE LOAN AGREEMENTSPURCHASER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE GUARANTEES COMPANY PARTIES OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH COMPANY PARTY AND CONSENT THE PURCHASER HEREBY (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH COMPANY PARTY AND THE PURCHASER HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 14.6 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH COMPANY PARTY HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING SUBJECT TO CLAUSE (V) OF THE CONTRARY IN THE LOAN AGREEMENTSFOLLOWING SENTENCE, THE LEASE AGREEMENTS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR THE RELATING HERETO OR ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDEDOBLIGATIONS, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION BROUGHT IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER FEDERAL COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT UNITED STATES OF AMERICA SITTING IN ADVANCE TO SUCH JURISDICTIONS THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY ACTION OR SUIT COMMENCED STATE COURT LOCATED IN THE CITY AND COUNTY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY HERETO, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE (SUBJECT TO CLAUSE (V) BELOW) JURISDICTION AND VENUE OF SUCH COURTS; (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED PROCEEDING IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED MAIL, RETURN RECEIPT REQUESTED, TO BORROWERS AT SUCH PERSON PURSUANT TO THE ADDRESS SET FORTH NOTICE PROVISIONS HEREOF; (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH PERSON IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (V) AGREES THAT EACH AGENT RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST BORROWER IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF DOCUMENT OR FIVE (5) DAYS AFTER AGAINST ANY COLLATERAL OR THE SAME HAS BEEN POSTEDENFORCEMENT OF ANY JUDGMENT, AND HEREBY SUBMITS TO THE JURISDICTION OF, AND CONSENTS TO VENUE IN, ANY SUCH COURT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THE GUARANTOR HEREBY CONSENT CONSENTS AND AGREE AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE STATE OF GEORGIA, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, GUARANTOR AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, LENDER PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS GUARANTY OR TO ANY MATTER ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENTGUARANTY, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER , PROVIDED, THAT NOTHING IN THIS AGREEMENT GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT JUDGEMENT OR OTHER COURT ORDER IN FAVOR OF LENDER. THE FIFTH THIRD PARTIES. LOAN PARTIES GUARANTOR EXPRESSLY SUBMIT SUBMITS AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES THE GUARANTOR HEREBY WAIVE WAIVES ANY OBJECTION WHICH THEY THE GUARANTOR MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES THE GUARANTOR HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINTS AND ALL OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL OR BY FEDERAL EXPRESS OR OTHER COURIER SERVICE ADDRESSED TO BORROWERS THE GUARANTOR AT THE ITS ADDRESS SET FORTH FOR NOTICES IN THE LOAN AGREEMENTS CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYGUARANTOR'S ACTUAL RECEIPT THEREOF THEREOF. SECTION 6.14 Mutual Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR FIVE (5) DAYS AFTER PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE SAME HAS BEEN POSTED.PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS GUARANTY, THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTION THERETO. SECTION 6.15

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN COMPANY PARTIES AND THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INVESTMENT DOCUMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 13.9 SHALL PRECLUDE THE LOAN AGREEMENTSPURCHASER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE GUARANTEES COMPANY PARTIES OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH COMPANY PARTY, FOR ITSELF AND CONSENT ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN THE COMPANY PARTIES AND THE PURCHASER HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 13.6 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S SUCH PERSON’S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH COMPANY PARTY HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY COMPANY, EACH PRINCIPAL SHAREHOLDER AND LLCP HEREBY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS CONNECTION WITH THIS AGREEMENT OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO ARISING OUT OF THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES ANY OTHER INVESTMENT DOCUMENT OR THE ANY OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 6.13 SHALL PRECLUDE LLCP FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS ASSETS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LLCP. THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY COMPANY, EACH PRINCIPAL SHAREHOLDER AND LLCP HEREBY (A) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES THE COMPANY, EACH PRINCIPAL SHAREHOLDER AND LLCP HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 6.5 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAILS, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE COMPANY AND EACH PRINCIPAL SHAREHOLDER HEREBY EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH COMPANY PARTY AND THE CONTRARY PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS CONNECTION WITH THIS AGREEMENT OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 12.10 SHALL PRECLUDE THE LOAN AGREEMENTSPURCHASER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE GUARANTEES COMPANY PARTIES OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH COMPANY PARTY AND CONSENT THE PURCHASER HEREBY (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH COMPANY PARTY AND THE PURCHASER HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 12.7 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH COMPANY PARTY HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX MARIN COUNTY, ILLINOIS AND OAKLAND COUNTYCALIFORNIA, MICHIGAN WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 10.7 SHALL PRECLUDE BUYER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR SELLERS OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER. EACH OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT COMPANY AND CONSENT EACH SELLER, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH OF THE COMPANY AND ALL PROCESS ISSUED EACH SELLER HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR SUIT AND AGREE OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT SERVICE NOW OR HEREAFTER, BY REASON OF SUCH PROCESS PARTY’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED AVAILABLE TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDIT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX RIVERSIDE COUNTY, ILLINOIS AND OAKLAND COUNTYCALIFORNIA, MICHIGAN WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.7 SHALL PRECLUDE ANY PARTY FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTSCOURTS OF ANY OTHER LOCATION WHERE BUYER, THE LEASE AGREEMENTS, THE GUARANTEES SELLER OR SHAREHOLDERS OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PARTY. EACH OF SELLER AND EACH SHAREHOLDER, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT JURISDICTION OF ANY SUCH COURT AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH OF SELLER ANY AND ALL PROCESS ISSUED EACH SHAREHOLDER HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR SUIT AND AGREE OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT SERVICE NOW OR HEREAFTER, BY REASON OF SUCH PROCESS PARTY’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED AVAILABLE TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDIT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING THE ACCOUNT PARTY HEREBY CONSENTS TO THE CONTRARY IN EXCLUSIVE JURISDICTION OF ANY STATE COURT WITHIN NEW YORK COUNTY, NEW YORK OR ANY FEDERAL COURT LOCATED WITHIN THE LOAN AGREEMENTS, SOUTHERN DISTRICT OF THE LEASE AGREEMENTS STATE OF NEW YORK OR ANY APPELLATE COURT THEREOF FOR ANY PROCEEDING INSTITUTED HEREUNDER OR UNDER ANY OF THE OTHER LOAN CREDIT DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO IN CONNECTION WITH THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENT OR ANY OF THE OTHER LOAN CREDIT DOCUMENTS; , OR ANY PROCEEDING TO WHICH BANK OR THE ACCOUNT PARTY IS A PARTY, INCLUDING ANY ACTIONS BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF BANK OR PROCEEDING TO WHICH BANK OR THE ACCOUNT PARTY IS A PARTY. BANK AND THE ACCOUNT PARTY IRREVOCABLY AGREE TO BE BOUND (SUBJECT TO ANY AVAILABLE RIGHT OF APPEAL) BY ANY JUDGMENT RENDERED OR RELIEF GRANTED THEREBY AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE WAIVES ANY OBJECTION WHICH THEY THAT IT MAY HAVE BASED UPON ON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE CONDUCT OF ANY SUCH PROCEEDING. BANK AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND THE ACCOUNT PARTY IRREVOCABLY AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE DULY EFFECTED UPON IT BY REGISTERED OR MAILING A COPY THEREOF, BY CERTIFIED MAIL ADDRESSED MAIL, POSTAGE PREPAID, TO BORROWERS IT AT THE ITS ADDRESS SET FORTH IN SECTION 19 BELOW. NOTWITHSTANDING THE LOAN AGREEMENTS AND THAT SERVICE SO MADE FOREGOING, NOTHING IN THIS AGREEMENT SHALL BE DEEMED COMPLETED UPON AFFECT THE EARLIER RIGHT OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDRIGHT OF BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE ACCOUNT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX XXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTED.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH OF THE BORROWERS, THE GUARANTOR, THE SUBORDINATED LENDERS AND THE SENIOR LENDER HEREBY CONSENT CONSENTS AND AGREE AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIESAMONG THE BORROWERS, ON THE ONE HANDGUARANTOR, THE SUBORDINATED LENDERS AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, SENIOR LENDER PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENT OR ANY OF THE OTHER SENIOR LOAN DOCUMENTS; AND FURTHER , PROVIDED, THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK AND, PROVIDED, FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES SENIOR LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE SENIOR OBLIGATIONS, OR TO ENFORCE A JUDGMENT JUDGEMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESSENIOR LENDER. LOAN PARTIES EACH OF THE BORROWERS, THE GUARANTOR AND THE SUBORDINATED LENDERS EXPRESSLY SUBMIT SUBMITS AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES EACH OF THE BORROWERS, THE GUARANTOR AND THE SUBORDINATED LENDERS HEREBY WAIVE WAIVES ANY OBJECTION WHICH THEY IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS CONVENIENS. EACH OF THE BORROWERS AND THE GUARANTOR AND THE SUBORDINATED LENDERS HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINTS AND ALL OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS IT AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AGREEMENT OR BENEATH ITS SIGNATURE LINE BELOW, AS THE CASE MAY BE, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH BORROWER'S, THE GUARANTOR'S OR ANY LOAN PARTYSUBORDINATED LENDER'S ACTUAL RECEIPT THEREOF OR FIVE THREE (53) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDU.S. MAILS, PROPER POSTAGE PREPAID.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH OF THE CONTRARY COMPANY PARTIES AND THE PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS CONNECTION WITH THIS AGREEMENT OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 13.9 SHALL PRECLUDE THE LOAN AGREEMENTSPURCHASER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE GUARANTEES COMPANY PARTIES OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH COMPANY PARTY AND CONSENT THE PURCHASER HEREBY, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH COMPANY PARTY AND THE PURCHASER HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 13.6 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. 106 TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH COMPANY PARTY HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY ALL JUDICIAL PROCEEDINGS ARISING IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF UNDER OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; NOTE DOCUMENTS MAY BE BROUGHT IN ANY STATE COURT LOCATED IN THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND FURTHER PROVIDEDIN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURTS FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION 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 AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION NOTE DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT OR ANY PURCHASER MAY OTHERWISE HAVE TO COLLECT THE AGGREGATE OBLIGATIONS, BRING ANY ACTION OR PROCEEDING RELATING TO REALIZE ON THE COLLATERAL THIS AGREEMENT OR ANY OTHER SECURITY FOR NOTE DOCUMENT AGAINST ISSUER OR ANY OTHER NOTE PARTY OR ITS OR THEIR PROPERTIES IN THE AGGREGATE OBLIGATIONSCOURTS OF ANY JURISDICTION. ISSUER AND EACH OTHER NOTE PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR THE LAYING OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN VENUE OF ANY ACTION OR SUIT COMMENCED PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 11.10. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF PROCESS ON ANY AND ALL PROCESS ISSUED PARTY HERETO IN ANY SUCH ACTION ARISING OUT OF OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY RELATING TO THIS AGREEMENT SHALL BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT EFFECTIVE IF GIVEN IN ACCORDANCE WITH THE ADDRESS REQUIREMENTS FOR NOTICE SET FORTH IN THE LOAN AGREEMENTS SECTION 11.02, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON EFFECTIVE AND RECEIVED AS SET FORTH IN SECTION 11.02. NOTHING HEREIN SHALL AFFECT THE EARLIER OF RIGHT TO SERVE PROCESS IN ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDOTHER MANNER PERMITTED BY LAW.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS (a) ANY LEGAL ACTION OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE ANY OTHER LOAN DOCUMENTS DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, THAT ANY PROCEEDING SHALL BE BROUGHT FIRST TO ANY MATTER ARISING OUT THE BANKRUPTCY COURT, AND, BY EXECUTION AND DELIVERY OF OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTSEACH OBLIGOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE LEASE AGREEMENTS, JURISDICTION OF THE GUARANTEES OR AFORESAID COURTS. EACH OBLIGOR HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE OTHER LOAN DOCUMENTS; AFOREMENTIONED COURTS AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE PROCEEDING BY ANY MEANS PERMITTED BY APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, BY THE MAILING OF SUCH PROCESS MAY BE MADE COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL ADDRESSED MAIL, POSTAGE PREPAID, TO BORROWERS THE ADMINISTRATIVE BORROWER AT THE ITS ADDRESS FOR NOTICES AS SET FORTH IN SECTION 10.8, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING. THE LOAN AGREEMENTS AND OBLIGORS AGREE THAT SERVICE SO MADE A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE DEEMED COMPLETED UPON CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE EARLIER JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT AND THE LENDERS TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OBLIGOR IN ANY OTHER JURISDICTION. EACH OBLIGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN POSTEDBROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY OBLIGOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH OBLIGOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF New York APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH OF THE BORROWERS, THE GUARANTOR, THE SUBORDINATED LENDERS AND THE SENIOR LENDER HEREBY CONSENT CONSENTS AND AGREE AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN New York SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIESAMONG THE BORROWERS, ON THE ONE HAND, SUBORDINATED LENDERS AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, SENIOR LENDER PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENT OR ANY OF THE OTHER SENIOR LOAN DOCUMENTS; AND FURTHER , PROVIDED, THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF New York AND, PROVIDED, FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES SENIOR LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE SENIOR OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESSENIOR LENDER. LOAN PARTIES EACH OF THE BORROWERS, THE GUARANTOR AND THE SUBORDINATED LENDERS EXPRESSLY SUBMIT SUBMITS AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES EACH OF THE BORROWERS AND THE SUBORDINATED LENDERS HEREBY WAIVE WAIVES ANY OBJECTION WHICH THEY IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS CONVENIENS. EACH OF THE BORROWERS, THE GUARANTOR AND THE SUBORDINATED LENDERS HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINTS AND ALL OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS IT AT THE ADDRESS SET FORTH IN THE SENIOR LOAN AGREEMENTS AGREEMENT OR BENEATH ITS SIGNATURE LINE BELOW, AS THE CASE MAY BE, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE SUCH BORROWER'S OR ANY LOAN PARTYSUBORDINATED LENDER'S ACTUAL RECEIPT THEREOF OR FIVE THREE (53) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDU.S. MAILS, PROPER POSTAGE PREPAID.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE COMMONWEALTH OF PENNSYLVANIA, ILLINOIS AND OAKLAND COUNTY, MICHIGAN WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH OF THE BUYERS, THE LOAN AGREEMENTSCOMPANY AND EACH SELLER, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE LEASE AGREEMENTS, THE GUARANTEES OR JURISDICTION OF ANY OF THE OTHER LOAN DOCUMENTS; SUCH COURT AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH OF THE BUYER, THE COMPANY AND ALL PROCESS ISSUED EACH SELLER HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR SUIT AND AGREE OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT SERVICE NOW OR HEREAFTER, BY REASON OF SUCH PROCESS PARTY’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED AVAILABLE TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDIT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS EACH GUARANTOR AGREES THAT ANY ACTION OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER PROCEEDING ARISING OUT OF OR RELATED IN CONNECTION WITH THIS GUARANTY SHALL BE COMMENCED IN THE COURT OF COMMON PLEAS OF LAKE COUNTY, OHIO OR IN XXX XXXXXXXX XXXXX XX XXX XXXXXX XXXXXX FOR THE NORTHERN DISTRICT OF OHIO AND FURTHER AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO THIS AGREEMENTSUCH GUARANTOR AT SUCH GUARANTOR’S ADDRESS DESIGNATED PURSUANT HERETO, OR AS OTHERWISE PROVIDED UNDER THE LOAN AGREEMENTSLAWS OF THE STATE OF OHIO. FURTHER, EACH GUARANTOR HEREBY SPECIFICALLY CONSENTS TO THE LEASE AGREEMENTSPERSONAL JURISDICTION OF THE COURT OF COMMON PLEAS OF LAKE COUNTY, OHIO AND OF THE GUARANTEES DISTRICT COURT OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF OHIO, AND WAIVES AND HEREBY ACKNOWLEDGES THAT SUCH GUARANTOR IS ESTOPPED FROM RAISING ANY OBJECTION BASED ON FORUM NON CONVENIENS, ANY CLAIM THAT ANY SUCH COURTS LACK PROPER VENUE OR ANY CLAIM THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH GUARANTOR SO AS TO PROHIBIT ANY SUCH COURT FROM ADJUDICATING ANY ISSUES RAISED IN A COMPLAINT FILED WITH ANY SUCH COURT AGAINST SUCH GUARANTOR BY THE LENDER CONCERNING THIS GUARANTY OR ANY PAYMENT TO THE LENDER. EACH GUARANTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE EXCLUSIVE CHOICE OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING FORUM CONTAINED IN THIS AGREEMENT SECTION 5.5 SHALL NOT BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OTHER LEGAL OF ANY ACTION UNDER THE LOAN DOCUMENTS TO ENFORCE THE SAME IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL APPROPRIATE JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTED.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE STATE OF NEW HAMPSHIRE, ILLINOIS AND OAKLAND COUNTY, MICHIGAN WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 10.8 SHALL PRECLUDE BUYER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR SELLERS OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER. EACH OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT COMPANY AND CONSENT EACH SELLER, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH OF THE COMPANY AND ALL PROCESS ISSUED EACH SELLER HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR SUIT AND AGREE OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT SERVICE NOW OR HEREAFTER, BY REASON OF SUCH PROCESS PARTY’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED AVAILABLE TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDIT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN COMPANY PARTIES AND THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INVESTMENT DOCUMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 13.9 SHALL PRECLUDE THE LOAN AGREEMENTSPURCHASER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE GUARANTEES COMPANY PARTIES OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH COMPANY PARTY, FOR ITSELF AND CONSENT ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN THE COMPANY PARTIES AND THE PURCHASER HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 13.6 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH COMPANY PARTY HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH OF THE CONTRARY COMPANY AND THE PURCHASER HEREBY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTSCONNECTION WITH THIS AGREEMENT, THE LEASE AGREEMENTS NOTE OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT RELATED AGREEMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES NOTE OR ANY OTHER RELATED AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDEDTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING THE FOREGOING, THAT NOTHING CONTAINED IN THIS AGREEMENT SECTION 11.10 SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES PURCHASER FROM BRINGING ANY ACTION, SUIT OR TAKING OTHER LEGAL ACTION PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION TO COLLECT LOCATION WHERE THE AGGREGATE OBLIGATIONS, TO REALIZE ON COMPANY PARTIES OR ANY ONE OF THEM OR ANY OF ITS OR THEIR ASSETS OR THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH OF THE COMPANY AND CONSENT THE PURCHASER HEREBY (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH OF THE COMPANY AND THE PURCHASER HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 11.6 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S SUCH PERSON’S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE COMPANY HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES PARENT AND EACH PRINCIPAL SHAREHOLDER HEREBY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INVESTMENT DOCUMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO ARISING OUT OF THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE ANY OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 7.13 SHALL PRECLUDE PURCHASER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES PARENT OR ANY OTHER PRINCIPAL SHAREHOLDER OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL ITS ASSETS MAY BE DEEMED FOUND OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF PURCHASER. THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY HEREBY (A) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURTS LOCATED IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY (B) WAIVE ANY RIGHT THEY MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY (C) CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN THE PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 7.5 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S SUCH PERSON’S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAILS, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE PARENT AND EACH PRINCIPAL SHAREHOLDER HEREBY EXPRESSLY WAIVE, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES BORROWERS HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIESBORROWERS, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT AMENDMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES AGREEMENTS OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAMENDMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENTS OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT AMENDMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES BORROWERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES BORROWERS HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES BORROWERS HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTED.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES BORROWERS HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIESBORROWERS, ON THE ONE HAND, AND ANY FIFTH THIRD PARTYLENDER, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT AMENDMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES AGREEMENTS OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, AMENDMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENTS OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT AMENDMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESLENDERS. LOAN PARTIES BORROWERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES BORROWRS HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES BORROWRS HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS BORROWRS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTED.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH OF THE CREDIT PARTIES, THE SUBORDINATED LENDERS AND THE SENIOR AGENT HEREBY CONSENT CONSENTS AND AGREE AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN AMONG THE CREDIT PARTIES, ON THE ONE HAND, SUBORDINATED LENDERS AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, SENIOR AGENT PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENT OR ANY OF THE OTHER SENIOR LOAN DOCUMENTS; AND FURTHER , PROVIDED, THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK AND, PROVIDED, FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES SENIOR AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE SENIOR OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESSENIOR AGENT. LOAN EACH OF THE CREDIT PARTIES AND THE SUBORDINATED LENDERS EXPRESSLY SUBMIT SUBMITS AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN EACH OF THE CREDIT PARTIES AND THE SUBORDINATED LENDERS HEREBY WAIVE WAIVES ANY OBJECTION WHICH THEY IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS CONVENIENS. EACH OF THE CREDIT PARTIES AND THE SUBORDINATED LENDERS HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINTS AND ALL OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS IT AT THE ADDRESS SET FORTH FOR IT IN THE LOAN AGREEMENTS SENIOR TRANSACTION DOCUMENTS OR THE SUBORDINATED TRANSACTION DOCUMENTS, AS THE CASE MAY BE, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN CREDIT PARTY'S OR ANY SUBORDINATED LENDER'S ACTUAL RECEIPT THEREOF OR FIVE THREE (53) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDU.S. MAILS, PROPER POSTAGE PREPAID.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS ANY LEGAL ACTION OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE ANY OTHER LOAN DOCUMENTS DOCUMENT MAY BE BROUGHT IN TXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE COUNTY OF NEW YORK OR TO ANY MATTER ARISING OUT OF OR RELATED TO THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE EACH LOAN AGREEMENTSPARTY HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE LEASE AGREEMENTS, JURISDICTION OF THE GUARANTEES OR AFORESAID COURTS. THE PARENT AND ITS SUBSIDIARIES HEREBY IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE OTHER LOAN DOCUMENTS; AFOREMENTIONED COURTS AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE PROCEEDING BY ANY MEANS PERMITTED BY APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, BY THE MAILING OF SUCH PROCESS MAY BE MADE COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL ADDRESSED MAIL, POSTAGE PREPAID, TO BORROWERS THE ADMINISTRATIVE BORROWER AT THE ITS ADDRESS FOR NOTICES AS SET FORTH IN SECTION 12.01, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING. THE LOAN AGREEMENTS PARENT AND ITS SUBSIDIARIES HEREBY AGREE THAT SERVICE SO MADE A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE DEEMED COMPLETED UPON CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE EARLIER JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS AND THE LENDERS TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE PARENT OR ANY OF ITS SUBSIDIARIES IN ANY OTHER JURISDICTION. THE PARENT AND ITS SUBSIDIARIES HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN POSTEDBROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE PARENT OR ANY OF ITS SUBSIDIARIES HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER CREDIT PARTY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENTAMENDMENT, THE LOAN AGREEMENTSCREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, THE LEASE AGREEMENTS, THE GUARANTEES OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDEDOBLIGATIONS, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED BROUGHT IN THE BANKRUPTCY COURT, OR OPERATE TO PRECLUDE IN THE FIFTH THIRD PARTIES FROM BRINGING SUIT EVENT THAT THE BANKRUPTCY COURT DOES NOT HAVE JURISDICTION OVER ANY MATTER OR TAKING OTHER LEGAL ACTION IF IT HAS JURISDICTION BUT DOES NOT EXERCISE SUCH JURISDICTION FOR ANY REASON, THEN IN ANY OTHER STATE OR FEDERAL COURT OF COMPETENT JURISDICTION TO COLLECT IN XXX XXXXX, XXXXXX XXX XXXX XX XXX XXXX. BY EXECUTING AND DELIVERING THIS AMENDMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR DEFENSE OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED PROCEEDING IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED MAIL, RETURN RECEIPT REQUESTED, TO BORROWERS THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE ADDRESS SET FORTH APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER COURTS OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDOTHER JURISDICTION.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 21 SHALL PRECLUDE THE LOAN AGREEMENTSPURCHASER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE GUARANTEES OBLIGORS OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH CREDITOR, FOR ITSELF AND CONSENT ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN THE PARTIES EACH HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH SUCH PARTY IN THE LOAN AGREEMENTS ACCORDANCE WITH SECTION 14 HEREOF AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S SUCH PERSON’S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH CREDITOR HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH COMPANY PARTY AND THE CONTRARY PURCHASER HEREBY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS CONNECTION WITH THIS AGREEMENT OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 13.9 SHALL PRECLUDE THE LOAN AGREEMENTSPURCHASER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE GUARANTEES COMPANY PARTIES OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH COMPANY PARTY AND CONSENT THE PURCHASER HEREBY (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH COMPANY PARTY AND THE PURCHASER HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 13.6 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH COMPANY PARTY HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYXXX XXXX XX XXXXXXXXXX, ILLINOIS AND OAKLAND COUNTYXXXXXX XX XXX XXXXXX, MICHIGAN XXXXX OF DELAWARE, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.8 SHALL PRECLUDE BUYER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR SELLERS OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER. EACH OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT COMPANY AND CONSENT EACH SELLER, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH PARTY HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 9.5 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN SUCH PARTY'S ’S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH OF THE COMPANY AND EACH SELLER HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PARTY’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH OF THE CONTRARY IN THE LOAN AGREEMENTSCOMPANY --------------------------------- PARTIES, THE LEASE AGREEMENTS COLLATERAL AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF NEW YORK, ILLINOIS AND OAKLAND COUNTYBOROUGH OF MANHATTAN, MICHIGAN STATE OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 13.10 SHALL PRECLUDE THE LOAN AGREEMENTSCOLLATERAL AGENT OR THE LENDERS FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, THE GUARANTEES COURTS OF ANY OTHER LOCATION WHERE ANY COMPANY PARTY OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL ITS ASSETS MAY BE DEEMED FOUND OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD LENDERS. THE COMPANY PARTIES. LOAN PARTIES EXPRESSLY SUBMIT , THE COLLATERAL AGENT AND CONSENT EACH PURCHASER HEREBY, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES THE COMPANY PARTIES, THE COLLATERAL AGENT AND EACH PURCHASER HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 13.7 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE COMPANY PARTIES HEREBY WAIVE, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY COMPANY, EACH --------------------------------- XXXXXX STOCKHOLDER AND EACH PURCHASER HEREBY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS CONNECTION WITH THIS AGREEMENT OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF NEW YORK, ILLINOIS AND OAKLAND COUNTYBOROUGH OF MANHATTAN, MICHIGAN IN THE STATE OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO ARISING OUT OF THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE ANY OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 8.13 SHALL PRECLUDE THE LOAN AGREEMENTSPURCHASERS FROM BRINGING ANY ACTION, ------------ SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE GUARANTEES COMPANY OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL ITS ASSETS MAY BE DEEMED FOUND OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASERS. LOAN THE PARTIES EXPRESSLY HERETO HEREBY (A) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, IN THE STATE OF NEW YORK AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY (B) WAIVE ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY (C) CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN THE PARTIES HERETO HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 8.5 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED ----------- COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTED.UNITED STATES MAILS, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE COMPANY AND EACH XXXXXX STOCKHOLDER HEREBY EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT. 30-

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING BANK AND EACH CREDIT PARTY HEREBY CONSENT TO THE CONTRARY IN NONEXCLUSIVE JURISDICTION OF ANY STATE COURT WITHIN NEW YORK COUNTY, NEW YORK OR ANY FEDERAL COURT LOCATED WITHIN THE LOAN AGREEMENTS, SOUTHERN DISTRICT OF THE LEASE AGREEMENTS STATE OF NEW YORK OR ANY APPELLATE COURT THEREOF FOR ANY PROCEEDING INSTITUTED HEREUNDER OR UNDER ANY OF THE OTHER LOAN CREDIT DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO IN CONNECTION WITH THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENT OR ANY OF THE OTHER LOAN CREDIT DOCUMENTS; , OR ANY PROCEEDING TO WHICH BANK OR ANY CREDIT PARTY IS A PARTY, INCLUDING ANY ACTIONS BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF BANK OR PROCEEDING TO WHICH BANK OR ANY CREDIT PARTY IS A PARTY. BANK AND EACH CREDIT PARTY IRREVOCABLY AGREE TO BE BOUND (SUBJECT TO ANY AVAILABLE RIGHT OF APPEAL) BY ANY JUDGMENT RENDERED OR RELIEF GRANTED THEREBY AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE WAIVES ANY OBJECTION WHICH THEY THAT IT MAY HAVE BASED UPON ON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE CONDUCT OF ANY SUCH PROCEEDING. BANK AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND EACH CREDIT PARTY IRREVOCABLY AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE DULY EFFECTED UPON IT BY REGISTERED OR MAILING A COPY THEREOF, BY CERTIFIED MAIL ADDRESSED MAIL, POSTAGE PREPAID, TO BORROWERS IT AT THE ITS ADDRESS SET FORTH IN SECTION 14 BELOW. NOTHING IN THIS SECTION SHALL AFFECT THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER RIGHT OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR FIVE (5) DAYS AFTER AFFECT THE SAME HAS BEEN POSTEDRIGHT OF ANY PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OTHER PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS GUARANTOR AGREES THAT ANY ACTION OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER PROCEEDING ARISING OUT OF OR RELATED TO IN CONNECTION WITH THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS GUARANTY AGREEMENT SHALL BE COMMENCED IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA SITTING IN PITTSBURGH, PENNSYLVANIA OR IN THX XXXXXXXX XXXXX XX XXX XXXXXX XXXXXX XOR THE WESTERN DISTRICT OF PENNSYLVANIA AND FURTHER AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN EITHER OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO THE GUARANTOR AT THE GUARANTOR’S ADDRESS DESIGNATED PURSUANT HERETO, OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. FURTHER, THE GUARANTOR HEREBY SPECIFICALLY CONSENTS TO THE PERSONAL JURISDICTION OF THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA SITTING IN PITTSBURGH, PENNSYLVANIA AND THE DISTRICT COURT OF THE UNITED STATES FOR THE WESTERN DISTRICT OF PENNSYLVANIA AND WAIVES AND HEREBY ACKNOWLEDGES THAT THE GUARANTOR IS ESTOPPED FROM RAISING ANY OBJECTION BASED ON FORUM NON CONVENIENS, ANY CLAIM THAT EITHER SUCH COURTS LACK PROPER VENUE OR ANY CLAIM THAT EITHER SUCH COURT LACKS PERSONAL JURISDICTION OVER THE GUARANTOR SO AS TO PROHIBIT EITHER SUCH COURT FROM ADJUDICATING ANY ISSUES RAISED IN A COMPLAINT FILED WITH EITHER SUCH COURT AGAINST THE GUARANTOR BY THE BANK CONCERNING THIS GUARANTY AGREEMENT OR ANY PAYMENT TO THE BANK. THE GUARANTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE EXCLUSIVE CHOICE OF FORUM CONTAINED IN THIS SECTION 5.04 SHALL NOT BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OTHER LEGAL OF ANY ACTION UNDER THE LOAN DOCUMENTS TO ENFORCE THE SAME IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL APPROPRIATE JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTED.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF New York APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH OF THE BORROWERS, HOLDING CO., THE SUBORDINATED CREDITORS AND THE SENIOR LENDER HEREBY CONSENT CONSENTS AND AGREE AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN New York SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIESAMONG THE BORROWERS, ON THE ONE HAND, SUBORDINATED CREDITORS AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, SENIOR LENDER PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENT OR ANY OF THE OTHER SENIOR LOAN DOCUMENTS; AND FURTHER , PROVIDED, THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF New York AND, PROVIDED, FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES SENIOR LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE SENIOR OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESSENIOR LENDER. LOAN PARTIES EACH OF THE BORROWERS, HOLDING CO., AND THE SUBORDINATED CREDITORS EXPRESSLY SUBMIT SUBMITS AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES EACH OF THE BORROWERS AND THE SUBORDINATED CREDITORS HEREBY WAIVE WAIVES ANY OBJECTION WHICH THEY IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS CONVENIENS. EACH OF THE BORROWERS, HOLDING CO., AND THE SUBORDINATED CREDITORS HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINTS AND ALL OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS IT AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS CREDIT AGREEMENT OR BENEATH ITS SIGNATURE LINE BELOW, AS THE CASE MAY BE, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH BORROWER'S OR HOLDING CO.'S OR ANY LOAN PARTYSUBORDINATED CREDITOR'S ACTUAL RECEIPT THEREOF OR FIVE THREE (53) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDU.S. MAILS, PROPER POSTAGE PREPAID.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS GUARANTOR AGREES THAT ANY ACTION OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER PROCEEDING ARISING OUT OF OR RELATED TO IN CONNECTION WITH THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS GUARANTY AGREEMENT SHALL BE COMMENCED IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA SITTING IN PITTSBURGH, PENNSYLVANIA OR IN XXX XXXXXXXX XXXXX XX XXX XXXXXX XXXXXX FOR THE WESTERN DISTRICT OF PENNSYLVANIA AND FURTHER AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN EITHER OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO THE GUARANTOR AT THE GUARANTOR’S ADDRESS DESIGNATED PURSUANT HERETO, OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. FURTHER, THE GUARANTOR HEREBY SPECIFICALLY CONSENTS TO THE PERSONAL JURISDICTION OF THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA SITTING IN PITTSBURGH, PENNSYLVANIA AND THE DISTRICT COURT OF THE UNITED STATES FOR THE WESTERN DISTRICT OF PENNSYLVANIA AND WAIVES AND HEREBY ACKNOWLEDGES THAT THE GUARANTOR IS ESTOPPED FROM RAISING ANY OBJECTION BASED ON FORUM NON CONVENIENS, ANY CLAIM THAT EITHER SUCH COURTS LACK PROPER VENUE OR ANY CLAIM THAT EITHER SUCH COURT LACKS PERSONAL JURISDICTION OVER THE GUARANTOR SO AS TO PROHIBIT EITHER SUCH COURT FROM ADJUDICATING ANY ISSUES RAISED IN A COMPLAINT FILED WITH EITHER SUCH COURT AGAINST THE GUARANTOR BY THE BANK CONCERNING THIS GUARANTY AGREEMENT OR ANY PAYMENT TO THE BANK. THE GUARANTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE EXCLUSIVE CHOICE OF FORUM CONTAINED IN THIS SECTION 5.04 SHALL NOT BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OTHER LEGAL OF ANY ACTION UNDER THE LOAN DOCUMENTS TO ENFORCE THE SAME IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL APPROPRIATE JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTED.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH OF THE CONTRARY COMPANY AND THE PURCHASER HEREBY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTSCONNECTION WITH THIS AGREEMENT, THE LEASE AGREEMENTS NOTE OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT RELATED AGREEMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTSNOTE OR ANY OTHER RELATED AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 11.9 SHALL PRECLUDE THE LEASE AGREEMENTSPURCHASER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE GUARANTEES COURTS OF ANY OTHER LOCATION WHERE THE COMPANY PARTIES OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH OF THE COMPANY AND CONSENT THE PURCHASER HEREBY (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH OF THE COMPANY AND THE PURCHASER HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 11.6 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE COMPANY HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE (I) ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT BROUGHT BY BUYER SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX SANTA XXXXX COUNTY, ILLINOIS CALIFORNIA, AND OAKLAND (II) ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT BROUGHT BY SELLER SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN BOULDER COUNTY, MICHIGAN COLORADO. SUCH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 10.7 SHALL PRECLUDE BUYER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR SELLER OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER. EACH OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT COMPANY AND CONSENT SELLER, FOR ITSELF OR THEMSELVES AND ITS OR THEIR PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH OF THE COMPANY AND ALL PROCESS ISSUED SELLER HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR SUIT AND AGREE OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT SERVICE NOW OR HEREAFTER, BY REASON OF SUCH PROCESS PARTY’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED AVAILABLE TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDIT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS GUARANTOR AGREES THAT ANY ACTION OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER PROCEEDING ARISING OUT OF OR RELATED IN CONNECTION WITH THIS GUARANTY SHALL BE COMMENCED IN THE COURT OF COMMON PLEAS OF LAKE COUNTY, OHIO OR IN XXX XXXXXXXX XXXXX XX XXX XXXXXX XXXXXX FOR THE NORTHERN DISTRICT OF OHIO AND FURTHER AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO THIS AGREEMENTTHE GUARANTOR AT THE GUARANTOR’S ADDRESS DESIGNATED PURSUANT HERETO,OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. FURTHER, THE LOAN AGREEMENTSGUARANTOR HEREBY SPECIFICALLY CONSENTS TO THE PERSONAL JURISDICTION OF THE COURT OF COMMON PLEAS OF LAKE COUNTY, OHIO AND OF THE LEASE AGREEMENTSDISTRICT COURT OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF OHIO, AND WAIVES AND HEREBY ACKNOWLEDGES THAT THE GUARANTEES GUARANTOR IS ESTOPPED FROM RAISING ANY OBJECTION BASED ON FORUM NON CONVENIENS, ANY CLAIM THAT ANY SUCH COURTS LACK PROPER VENUE OR ANY CLAIM THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER THE GUARANTOR SO AS TO PROHIBIT ANY SUCH COURT FROM ADJUDICATING ANY ISSUES RAISED IN A COMPLAINT FILED WITH ANY SUCH COURT AGAINST THE GUARANTOR BY THE LENDER CONCERNING THIS GUARANTY OR ANY PAYMENT TO THE LENDER. THE GUARANTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE EXCLUSIVE CHOICE OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING FORUM CONTAINED IN THIS AGREEMENT SECTION 5.5 SHALL NOT BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OTHER LEGAL OF ANY ACTION UNDER THE LOAN DOCUMENTS TO ENFORCE THE SAME IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL APPROPRIATE JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTED.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH OF BORROWER, GECC AND TRI HEREBY CONSENT CONSENTS AND AGREE AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIESAMONG BORROWER, ON THE ONE HAND, GECC AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, TRI PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT, ANY OF THE GECC LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES DOCUMENTS OR ANY OF THE OTHER LOAN TRI DOCUMENTS; AND FURTHER , PROVIDED, THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK AND, PROVIDED, FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES TRI FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE DESIGNATED COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE TRI OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESTRI. LOAN PARTIES EACH OF BORROWER AND GECC EXPRESSLY SUBMIT SUBMITS AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES EACH OF BORROWER AND GECC HEREBY WAIVE WAIVES ANY OBJECTION WHICH THEY IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS CONVENIENS. EACH OF BORROWER AND GECC HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINTS AND ALL OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS IT AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS HEREIN AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYBORROWER'S OR GECC'S ACTUAL RECEIPT THEREOF OR FIVE THREE (53) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDU.S. MAILS, PROPER POSTAGE PREPAID.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE STATE OF NEVADA, ILLINOIS AND OAKLAND COUNTY, MICHIGAN WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.7 SHALL PRECLUDE BUYER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR SELLERS OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER. EACH OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT COMPANY AND CONSENT EACH SELLER, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH OF THE COMPANY AND ALL PROCESS ISSUED EACH SELLER HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR SUIT AND AGREE OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT SERVICE NOW OR HEREAFTER, BY REASON OF SUCH PROCESS PARTY’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED AVAILABLE TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDIT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY ALL JUDICIAL PROCEEDINGS ARISING IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF UNDER OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; DOCUMENTS MAY BE BROUGHT IN ANY STATE COURT LOCATED IN THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND FURTHER PROVIDEDIN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURTS FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION 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 AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT OR ANY LENDER MAY OTHERWISE HAVE TO COLLECT THE AGGREGATE OBLIGATIONS, BRING ANY ACTION OR PROCEEDING RELATING TO REALIZE ON THE COLLATERAL THIS AGREEMENT OR ANY OTHER SECURITY FOR LOAN DOCUMENT AGAINST BORROWER OR ANY OTHER LOAN PARTY OR ITS OR THEIR PROPERTIES IN THE AGGREGATE OBLIGATIONSCOURTS OF ANY JURISDICTION. BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR THE LAYING OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN VENUE OF ANY ACTION OR SUIT COMMENCED PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 11.10. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF PROCESS ON ANY AND ALL PROCESS ISSUED PARTY HERETO IN ANY SUCH ACTION ARISING OUT OF OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY RELATING TO THIS AGREEMENT SHALL BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT EFFECTIVE IF GIVEN IN ACCORDANCE WITH THE ADDRESS REQUIREMENTS FOR NOTICE SET FORTH IN THE LOAN AGREEMENTS SECTION 11.02, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON EFFECTIVE AND RECEIVED AS SET FORTH IN SECTION 11.02. NOTHING HEREIN SHALL AFFECT THE EARLIER OF RIGHT TO SERVE PROCESS IN ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDOTHER MANNER PERMITTED BY LAW.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE STATE OF NEVADA, ILLINOIS AND OAKLAND COUNTY, MICHIGAN WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.8 SHALL PRECLUDE BUYER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE LEASE AGREEMENTS, THE GUARANTEES COMPANY OR SELLERS OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER. EACH OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT COMPANY AND CONSENT EACH SELLER, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH OF THE COMPANY AND ALL PROCESS ISSUED EACH SELLER HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR SUIT AND AGREE OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT SERVICE NOW OR HEREAFTER, BY REASON OF SUCH PROCESS PARTY’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED AVAILABLE TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDIT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT THE ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY*, ILLINOIS AND OAKLAND COUNTY, MICHIGAN WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.7 SHALL PRECLUDE ANY PARTY FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LOAN AGREEMENTSCOURTS OF ANY OTHER LOCATION WHERE BUYER, THE LEASE AGREEMENTS, THE GUARANTEES SELLER OR SHAREHOLDERS OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PARTY. EACH OF SELLER AND EACH SHAREHOLDER, FOR ITSELF AND ITS PROPERTY, (A) IRREVOCABLY SUBMITS TO THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT JURISDICTION OF ANY SUCH COURT AND CONSENT CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH OF SELLER ANY AND ALL PROCESS ISSUED EACH SHAREHOLDER HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR SUIT AND AGREE OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT SERVICE NOW OR HEREAFTER, BY REASON OF SUCH PROCESS PARTY’S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED AVAILABLE TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDIT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY ALL JUDICIAL PROCEEDINGS ARISING IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF UNDER OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; DOCUMENTS MAY BE BROUGHT IN ANY STATE COURT LOCATED IN THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND FURTHER PROVIDEDIN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURTS FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A NON-APPEALABLE FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION 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 AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT OR ANY LENDER MAY OTHERWISE HAVE TO COLLECT THE AGGREGATE OBLIGATIONS, BRING ANY ACTION OR PROCEEDING RELATING TO REALIZE ON THE COLLATERAL THIS AGREEMENT OR ANY OTHER SECURITY FOR LOAN DOCUMENT AGAINST BORROWER OR ANY OTHER LOAN PARTY OR ITS OR THEIR PROPERTIES IN THE AGGREGATE OBLIGATIONSCOURTS OF ANY JURISDICTION. BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR THE LAYING OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN VENUE OF ANY ACTION OR SUIT COMMENCED PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 11.9. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF PROCESS ON ANY AND ALL PROCESS ISSUED PARTY HERETO IN ANY SUCH ACTION ARISING OUT OF OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY RELATING TO THIS AGREEMENT SHALL BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT EFFECTIVE IF GIVEN IN ACCORDANCE WITH THE ADDRESS REQUIREMENTS FOR NOTICE SET FORTH IN THE LOAN AGREEMENTS SECTION 11.02, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON EFFECTIVE AND RECEIVED AS SET FORTH IN SECTION 11.02. NOTHING HEREIN SHALL AFFECT THE EARLIER OF RIGHT TO SERVE PROCESS IN ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDOTHER MANNER PERMITTED BY LAW.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY ALL JUDICIAL PROCEEDINGS ARISING IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF UNDER OR RELATED TO THIS AGREEMENTAGREEMENT MAY BE BROUGHT IN ANY STATE COURT LOCATED IN THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND IN THE LOAN AGREEMENTSUNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE LEASE AGREEMENTSAND ANY APPELLATE COURTS FROM ANY THEREOF, THE GUARANTEES OR ANY AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE AFFECT ANY RIGHT THAT PURCHASER MAY OTHERWISE HAVE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN BRING ANY ACTION OR SUIT COMMENCED PROCEEDING RELATING TO THIS AGREEMENT AGAINST ISSUER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. ISSUER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN THIS SECTION 10.08. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. SERVICE OF PROCESS ON ANY PARTY HERETO IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE EFFECTIVE IF GIVEN IN ACCORDANCE WITH THE REQUIREMENTS FOR NOTICE SET FORTH HEREIN, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON EFFECTIVE AND RECEIVED AS SET FORTH HEREIN. NOTHING HEREIN SHALL AFFECT THE EARLIER OF RIGHT TO SERVE PROCESS IN ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDOTHER MANNER PERMITTED BY LAW.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES BORROWER HEREBY CONSENT IRREVOCABLY AND AGREE UNCONDITIONALLY AGREES THAT THE STATE OR FEDERAL CIRCUIT COURTS LOCATED IN CXXX OF FRANKLIN COUNTY, ILLINOIS AND OAKLAND COUNTYKENTUCKY AND/OR UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF KENTUCKY, MICHIGAN SITTING IN FRANKFORT, KENTUCKY, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE BE THE SOLE PROPER VENUE FOR THE RESOLUTION OF ANY DISPUTES, CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON PROCEEDINGS REGARDING THE ONE HAND, OBLIGATIONS AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO LIABILITIES OF BORROWER UNDER THIS AGREEMENT AND BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A DETERMINATION OF ANY SUCH PROCEEDING AGAINST OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION INVOLVING BANK BY A COURT IN ANY OTHER JURISDICTION VENUE AND AGREE NOT TO COLLECT PLEAD OR CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN THE AGGREGATE OBLIGATIONSCIRCUIT COURT OF FRANKLIN COUNTY, TO REALIZE ON KENTUCKY AND/OR THE COLLATERAL OR ANY OTHER SECURITY UNITED STATES DISTRICT COURT FOR THE AGGREGATE OBLIGATIONSEASTERN DISTRICT OF KENTUCKY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER SITTING IN FAVOR OF THE FIFTH THIRD PARTIESFRANKFORT, KENTUCKY, HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE BORROWER FURTHER AGREES THAT SERVICE OF SUCH PROCESS MAY BE MADE BY ANY JUDICIAL OFFICER OR BY REGISTERED OR CERTIFIED U.S. MAIL ADDRESSED TO BORROWERS AT SHALL ESTABLISH PERSONAL JURISDICTION OVER BORROWER AND BORROWER WAIVES ANY RIGHTS UNDER THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER LAWS OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE STATE TO OBJECT TO JURISDICTION WITHIN THE COMMONWEALTH OF KENTUCKY. Exhibit 10.1 (5) DAYS AFTER THE SAME HAS BEEN POSTED.continued)

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH GUARANTOR AND THE CONTRARY BENEFICIARY HEREBY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTS, THE LEASE AGREEMENTS CONNECTION WITH THIS GUARANTY OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT INVESTMENT DOCUMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENTGUARANTY OR ANY OTHER INVESTMENT DOCUMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 14(g) SHALL PRECLUDE THE LOAN AGREEMENTSBENEFICIARY FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE LEASE AGREEMENTS, COURTS OF ANY OTHER LOCATION WHERE THE GUARANTEES GUARANTORS OR ANY ONE OF THEM OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED ITS OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT THEIR ASSETS OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONS, TO REALIZE ON THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESBENEFICIARY. LOAN PARTIES EXPRESSLY THE GUARANTORS AND THE BENEFICIARY FOR THEMSELVES AND THEIR RESPECTIVE PROPERTIES HEREBY (i) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY (ii) WAIVE ANY RIGHT THEY MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THAT THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY (iii) CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES THE GUARANTORS AND THE BENEFICIARY HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 14(c) (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTY'S THEIR ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH GUARANTOR HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF ITS PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LOAN AGREEMENTSANY SUIT, THE LEASE AGREEMENTS LEGAL ACTION OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER SIMILAR PROCEEDING ARISING OUT OF OR RELATED TO IN CONNECTION WITH THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES AMENDMENT OR ANY OF THE OTHER LOAN TRANSACTION DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT AS THE SAME MAY BE AMENDED HEREBY, SHALL BE DEEMED OR OPERATE TO PRECLUDE BROUGHT EXCLUSIVELY IN THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION COURTS OF THE STATE OF CALIFORNIA SITTING IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONSCOUNTY OF LOS ANGELES OR, TO REALIZE ON IF SUCH COURTS DO NOT HAVE JURISDICTION, THEN IN THE COLLATERAL OR ANY OTHER SECURITY UNITED STATES DISTRICT COURT FOR THE AGGREGATE OBLIGATIONSCENTRAL DISTRICT OF CALIFORNIA SITTING IN THE COUNTY OF LOS ANGELES. EACH PARTY TO THIS AMENDMENT (I) IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS, (II) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR TO ENFORCE A JUDGMENT DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED IN REQUEST FOR LEAVE FROM ANY SUCH COURT, (III) AGREES THAT ANY ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT SHALL BE BROUGHT, TRIED AND LOAN PARTIES HEREBY WAIVE DETERMINED ONLY IN SUCH COURTS, (IV) WAIVES ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK CLAIM OF PERSONAL JURISDICTION, IMPROPER VENUE OR ANY CLAIM THAT THOSE COURTS ARE AN INCONVENIENT FORUM NON CONVENIENS AND HEREBY CONSENT (V) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AMENDMENT OR THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE TRANSACTIONS CONTEMPLATED BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED THIS AMENDMENT IN ANY SUCH ACTION OR SUIT AND AGREE THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT COURT OTHER THAN THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE AFORESAID COURTS. NOTHING CONTAINED HEREIN SHALL BE DEEMED COMPLETED UPON THE EARLIER OF TO LIMIT IN ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDWAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BYLAW.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH OF THE CONTRARY IN THE LOAN AGREEMENTSPARTIES HERETO HEREBY IRREVOCABLY (I) AGREES THAT ANY SUIT, THE LEASE AGREEMENTS ACTION OR THE OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTY, ILLINOIS AND OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER LEGAL PROCEEDING ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT, GUARANTEE MAY BE BROUGHT IN EITHER THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES OR ANY SUPREME COURT OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDEDSTATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE (II) CONSENTS TO PRECLUDE THE FIFTH THIRD PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION JURISDICTION OF EACH SUCH COURT IN ANY OTHER JURISDICTION TO COLLECT THE AGGREGATE OBLIGATIONSSUCH SUIT, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIES. LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTIONS IN ANY ACTION OR SUIT COMMENCED PROCEEDING (SOLELY FOR SUCH PURPOSES), AND (III) WAIVES ANY OBJECTION WHICH IT MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND COVENANTS THAT IT WILL NOT SEEK TO CHALLENGE THE JURISDICTION OF ANY SUCH COURT OR SEEK TO OUST THE JURISDICTION OF ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE ANY OBJECTION WHICH THEY MAY HAVE BASED UPON LACK WHETHER ON THE BASIS OF PERSONAL JURISDICTION, IMPROPER VENUE INCONVENIENT FORUM OR FORUM NON CONVENIENS AND HEREBY CONSENT OTHERWISE. THE PARENT GUARANTOR (SOLELY FOR SUCH PURPOSES) IRREVOCABLY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH SUIT, ACTION OR SUIT AND AGREE THAT SERVICE PROCEEDING BY MAIL, SO LONG AS COPIES OF SUCH PROCESS MAY SHALL BE MADE SENT TO THE PARENT GUARANTOR AT ITS ADDRESS FOR NOTICES PROVIDED IN ss.5.1 HEREOF. ALL MAILINGS UNDER THIS ss.5.4 SHALL BE BY REGISTERED OR CERTIFIED MAIL ADDRESSED MAIL, RETURN RECEIPT REQUESTED. NOTHING IN THIS ss.5.4 SHALL AFFECT THE RIGHT OF THE NOTEHOLDERS TO BORROWERS AT SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW TO BRING ANY SUIT, ACTION OR PROCEEDING AGAINST THE ADDRESS SET FORTH PARENT GUARANTOR OR ANY OF ITS PROPERTIES IN THE LOAN AGREEMENTS AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER COURTS OF ANY LOAN PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER THE SAME HAS BEEN POSTEDOTHER JURISDICTION.

Consent to Jurisdiction and Venue. NOTWITHSTANDING ANYTHING TO EACH OF THE CONTRARY COMPANY AND THE PURCHASER HEREBY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN THE LOAN AGREEMENTSCONNECTION WITH THIS AGREEMENT, THE LEASE AGREEMENTS NOTE OR THE ANY OTHER LOAN DOCUMENTS, LOAN PARTIES HEREBY CONSENT RELATED AGREEMENT SHALL BE TRIED AND AGREE THAT THE LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN CXXX COUNTYTHE CITY OF LOS ANGELES, ILLINOIS AND OAKLAND COUNTYCOUNTY OF LOS ANGELES, MICHIGAN STATE OF CALIFORNIA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR AND ALL CLAIMS, CONTROVERSIES AND DISPUTES BETWEEN LOAN PARTIES, ON THE ONE HAND, AND ANY FIFTH THIRD PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARNATEES OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENTS, THE LEASE AGREEMENTS, THE GUARANTEES NOTE OR ANY OTHER RELATED AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; AND FURTHER PROVIDEDTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING THE FOREGOING, THAT NOTHING CONTAINED IN THIS AGREEMENT SECTION 11.10 SHALL BE DEEMED OR OPERATE TO PRECLUDE THE FIFTH THIRD PARTIES PURCHASER FROM BRINGING ANY ACTION, SUIT OR TAKING OTHER LEGAL ACTION PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION TO COLLECT LOCATION WHERE THE AGGREGATE OBLIGATIONS, TO REALIZE ON COMPANY PARTIES OR ANY ONE OF THEM OR ANY OF ITS OR THEIR ASSETS OR THE COLLATERAL MAY BE FOUND OR ANY OTHER SECURITY FOR THE AGGREGATE OBLIGATIONS, LOCATED OR TO ENFORCE A ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE FIFTH THIRD PARTIESPURCHASER. LOAN PARTIES EXPRESSLY SUBMIT EACH OF THE COMPANY AND CONSENT THE PURCHASER HEREBY (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONS JURISDICTION IN ANY ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING COMMENCED IN ANY SUCH COURT, AND LOAN PARTIES HEREBY WAIVE (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR ANY OBJECTION WHICH THEY THAT SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT (C) CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. LOAN PARTIES EACH OF THE COMPANY AND THE PURCHASER HEREBY WAIVE WAIVES PERSONAL SERVICE OF ANY AND ALL THE SUMMONS, COMPLAINT OR OTHER PROCESS ISSUED IN ANY SUCH ACTION ACTION, SUIT OR SUIT OTHER PROCEEDING AND AGREE AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS SUCH PARTY AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENTS SECTION 11.6 (NOTICES) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY LOAN PARTYSUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE SAME HAS BEEN POSTEDUNITED STATES MAIL, PROPER POSTAGE PREPAID. TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE COMPANY HEREBY WAIVES, IN RESPECT OF ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PERSON'S PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.