Common use of Forum Selection and Consent to Jurisdiction Clause in Contracts

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIES, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS. EACH OF THE COMPANY AND THE EXECUTIVE HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, OR IN THE UNITED STATES DISTRICT FOR THE NORTHERN DISTRICT OF ILLINOIS. EACH OF THE COMPANY AND THE EXECUTIVE HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE OF CLAIMS AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”).

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT BETWEEN WITH, ANY LOAN DOCUMENT, OR AMONG SUCH PARTIESANY COURSE OF CONDUCT, SHALL COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS, ANY ISSUER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOIS. EACH OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE COMPANY AND THE EXECUTIVE HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS LOCATED NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN XXXX COUNTY, ILLINOIS, OR IN SECTION 10.2. THE UNITED STATES DISTRICT FOR THE NORTHERN DISTRICT OF ILLINOIS. EACH OF THE COMPANY AND THE EXECUTIVE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF CLAIMS AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION ------------------------------------------- BASED HEREONON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN EASTERN DISTRICT OF ILLINOISNEW YORK, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION, IN THE COURTS OF AND JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE COMPANY STAR GAS PARTNERS AND THE EXECUTIVE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, OR IN NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN EASTERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH OF THE COMPANY STAR GAS PARTNERS AND THE EXECUTIVE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE OF CLAIMS AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”).

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS, OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE COMPANY AND THE EXECUTIVE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, OR IN NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE COMPANY AND STATE OF NEW YORK. THE EXECUTIVE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS ITS OBLIGATIONS UNDER THIS AGREEMENT AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)THE OTHER LOAN DOCUMENTS.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER TRADE DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS, GROUP OR THE BORROWERS SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS NEW YORK, LOCATED IN XXXX NEW YORK COUNTY, ILLINOIS, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK. EACH OF THE COMPANY AND THE EXECUTIVE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS NEW YORK, LOCATED IN XXXX NEW YORK COUNTY, ILLINOIS, OR IN AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH FOREIGN BORROWER HEREBY IRREVOCABLY APPOINTS THE U.S. BORROWER (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE ON THE DATE HEREOF AT 00 XXXX XXXXXX, XXX XXXX, XXX XXXX 00000, XXXXXX STATES, AS ITS AGENT TO RECEIVE, ON SUCH FOREIGN BORROWER'S BEHALF AND ON BEHALF OF SUCH FOREIGN BORROWER'S PROPERTY, SERVICE OF COPIES OF THE COMPANY SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO SUCH FOREIGN BORROWER IN CARE OF THE EXECUTIVE PROCESS AGENT AT THE PROCESS AGENT'S ABOVE ADDRESS, AND SUCH FOREIGN BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. AS AN ALTERNATIVE METHOD OF SERVICE, EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY BORROWER 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS ITS OBLIGATIONS UNDER THIS AGREEMENT AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)THE OTHER TRADE DOCUMENTS.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, UNDER OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTYNEW YORK, ILLINOIS, NEW YORK COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK. EACH OF THE COMPANY AND THE EXECUTIVE PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTYNEW YORK, ILLINOIS, OR IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR OUTSIDE OF THE COMPANY AND THE EXECUTIVE STATE OF NEW YORK. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE SUCH PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS AND COVENANT NOT TO XXX ITS OBLIGATIONS UNDER THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)AGREEMENT.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY ------------------------------------------- LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOIS. EACH NEW YORK LOCATED IN NEW YORK CITY OF THE COMPANY AND STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY -------- ------- COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE EXECUTIVE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, OR IN NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOIS. EACH NEW YORK LOCATED IN NEW YORK CITY OF THE COMPANY STATE OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE BORROWER HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEMS (THE "PROCESS AGENT"), WITH AN OFFICE ON THE DATE HEREOF AT ------------- 0000 XXXXXXXX, XXX XXXX, XXX XXXX 00000, XXXXXX XXXXXX, AS ITS ADMINISTRATIVE AGENT TO RECEIVE, ON THE BORROWER'S BEHALF AND ON BEHALF OF THE BORROWER'S PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO THE BORROWER IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT'S ABOVE ADDRESS, AND THE EXECUTIVE BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. AS AN ALTERNATIVE METHOD OF SERVICE, THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS ITS OBLIGATIONS UNDER THIS AGREEMENT AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)THE OTHER LOAN DOCUMENTS.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN AGREEMENT, OR AMONG SUCH PARTIESANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO RELATING THERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN A COURT OF THE STATE OF ILLINOIS XXX XXXXXX XX XXX XXXXX XX XXX XXXX LOCATED IN XXXX NEW YORK COUNTY, ILLINOIS, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK. EACH OF THE COMPANY AND THE EXECUTIVE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS NEW YORK LOCATED IN XXXX NEW YORK COUNTY, ILLINOIS, OR IN AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH OF THE COMPANY AND PARTIES HERETO IRREVOCABLY CONSENTS TO THE EXECUTIVE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HEREBY REPRESENTS AND WARRANTS THAT IT HAS NO RIGHT TO IMMUNITY FROM THE SERVICE OF PROCESS OR JURISDICTION OR ANY JUDICIAL PROCEEDINGS OF ANY COMPETENT COURT OR FROM EXECUTION OF ANY JUDGMENT OR FROM THE EXECUTION OR ENFORCEMENT THEREIN OF ANY ARBITRATION DECISION IN WITNESS WHEREOFRESPECT OF ANY SUIT, the Company has caused this Agreement to be executedACTION, and the Executive has executed this AgreementPROCEEDING OR ANY OTHER MATTER ARISING OUT OF OR RELATING TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE AND TO THE EXTENT THAT ANY PARTY HERETO IS OR BECOMES ENTITLED TO ANY SUCH IMMUNITY WITH RESPECT TO THE SERVICE OF CLAIMS PROCESS OR JURISDICTION OR ANY JUDICIAL PROCEEDINGS OF ANY COMPETENT COURT, AND COVENANT TO THE EXTENT PERMITTED BY LAW, IT DOES HEREBY AND WILL IRREVOCABLY AND UNCONDITIONALLY AGREE NOT TO XXX PLEAD OR CLAIM ANY SUCH IMMUNITY WITH RESPECT TO ITS OBLIGATIONS OR ANY OTHER MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, TEXAS OR NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISTEXAS OR THE SOUTHERN DISTRICT OF NEW YORK. THE BORROWER, THE ADMINISTRATIVE AGENT, AND EACH OF THE COMPANY AND THE EXECUTIVE LENDER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, TEXAS OR IN NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISTEXAS OR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE BORROWER, THE ADMINISTRATIVE AGENT, AND EACH LENDER FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE COMPANY STATE OF TEXAS. THE BORROWER, THE ADMINISTRATIVE AGENT, AND THE EXECUTIVE EACH LENDER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS ITS OBLIGATIONS UNDER THIS AGREEMENT AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)THE OTHER LOAN DOCUMENTS.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS NEW YORK LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY VEHICLE OR OTHER PROPERTY MAY BE BROUGHT, AT THE OWNER TRUST’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH VEHICLE OR OTHER PROPERTY MAY BE FOUND OR REGISTERED OR TITLED. EACH OF THE COMPANY AND THE EXECUTIVE LESSEE HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS NEW YORK LOCATED IN XXXX COUNTY, ILLINOIS, OR IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH THE LESSEE FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE COMPANY AND STATE OF NEW YORK. THE EXECUTIVE LESSEE HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE LESSEE HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT Participation Agreement OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE THE LESSEE HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS ITS OBLIGATIONS UNDER THIS AGREEMENT AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)THE OTHER OPERATIVE DOCUMENTS.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN PLEDGE AGREEMENT, OR AMONG SUCH PARTIESANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF HOLDER OR GRANTOR SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN THE BOROUGH OF THE STATE MANHATTAN, CITY OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOISNEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE BROUGHT, AT HOLDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH PROPERTY MAY BE FOUND. EACH OF THE COMPANY AND THE EXECUTIVE GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED NEW YORK SITTING IN XXXX COUNTYTHE BOROUGH OF MANHATTAN, ILLINOISCITY OF NEW YORK, OR IN AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH GRANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR OUTSIDE OF THE COMPANY AND THE EXECUTIVE STATE OF NEW YORK. GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT GRANTOR 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE GRANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS AND COVENANT NOT TO XXX ITS OBLIGATIONS UNDER THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)PLEDGE AGREEMENT.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE ISSUER, THE ARRANGER, THE CO-ARRANGER, THE LENDERS OR THE BORROWERS SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE PAYING AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE COMPANY AND THE EXECUTIVE BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, OR IN NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH THE BORROWERS FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE COMPANY AND STATE OF NEW YORK. THE EXECUTIVE BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY WAIVESWAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY BORROWER 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS ITS OBLIGATIONS UNDER THIS AGREEMENT AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)THE OTHER LOAN DOCUMENTS.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION ------------------------------------------- BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS, THE ISSUER OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE COMPANY AND THE EXECUTIVE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, OR IN AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOISILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH OF THE COMPANY AND THE EXECUTIVE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS ITS OBLIGATIONS UNDER THIS AGREEMENT AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)THE OTHER LOAN DOCUMENTS.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, 127 THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE COMPANY AND THE EXECUTIVE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, OR IN NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE COMPANY AND THE EXECUTIVE STATE OF NEW YORK. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT SUCH PERSON MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY BORROWER 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO SUCH PERSON OR THE PROPERTY OF SUCH PERSON, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE EACH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS THE OBLIGATIONS OF SUCH PERSON UNDER THIS AGREEMENT AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)THE OTHER LOAN DOCUMENTS.

Forum Selection and Consent to Jurisdiction. EACH OF SUBJECT TO ANY CONTRARY PROVISION IN THE COMPANY SECURITY AND INTERCREDITOR AGREEMENT RELATING TO FORUM SELECTION BY THE EXECUTIVETCIL COLLATERAL AGENT WITH RESPECT TO ACTIONS BROUGHT THEREUNDER BY THE TCIL COLLATERAL AGENT, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, UNDER OR IN CONNECTION WITH THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER LOAN DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, ANY ISSUER, ANY LENDER OR THE BORROWERS SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE COMPANY AND THE EXECUTIVE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, OR IN NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE COMPANY AND THE EXECUTIVE STATE OF NEW YORK. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT A BORROWER 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS ITS OBLIGATIONS UNDER THIS AGREEMENT AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)THE OTHER LOAN DOCUMENTS.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER LOAN DOCUMENT, OR ANY RELATED COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE ISSUER, THE ARRANGER, THE LENDERS OR THE BORROWERS SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT XXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE BOROUGH OF THE MANHATTAN, CITY AND STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE COMPANY AND THE EXECUTIVE PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED NEW YORK IN THE BOROUGH OF MANHATTAN, CITY AND XXXXX XX XXX XXXX COUNTYXXX XX XXX XXXXXX XXXXXX DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, ILLINOISPOSTAGE PREPAID, OR IN BY PERSONAL SERVICE WITHIN OR WITHOUT THE UNITED STATES DISTRICT FOR THE NORTHERN DISTRICT STATE OF ILLINOISNEW YORK. EACH OF THE COMPANY AND THE EXECUTIVE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT SUCH BORROWER 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE EACH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF CLAIMS ITS OBLIGATIONS UNDER THIS AGREEMENT AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)THE OTHER LOAN DOCUMENTS.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY RELATED AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO IN CONNECTION HEREWITH SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS NEW YORK LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK. EACH OF THE COMPANY AND THE EXECUTIVE PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS NEW YORK LOCATED IN XXXX COUNTY, ILLINOIS, OR IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH PARTY HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE COMPANY AND THE EXECUTIVE STATE OF NEW YORK. EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HERETO 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT SUCH PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE RELATED AGREEMENTS TO WHICH IT IS A RELEASE OF CLAIMS AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)PARTY.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIESANY OTHER COLLATERAL DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO RELATING THERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX NEW YORK, NEW YORK COUNTY, ILLINOIS, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COMMON COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE OPTION OF THE COLLATERAL AGENT THE TRUSTEE, OR SUCH OTHER SECURED PARTY, AS APPLICABLE, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE COMPANY AND THE EXECUTIVE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX NEW YORK, NEW YORK COUNTY, ILLINOIS, OR IN AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH OF THE COMPANY AND PARTIES HERETO IRREVOCABLY CONSENTS TO THE EXECUTIVE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE OF CLAIMS AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”).

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT BETWEEN WITH, ANY LOAN DOCUMENT, OR AMONG SUCH PARTIESANY COURSE OF CONDUCT, SHALL COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS, ANY ISSUER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE COMPANY AND THE EXECUTIVE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTYNEW YORK, ILLINOIS, OR IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT. EACH RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE COMPANY AND STATE OF NEW YORK AT THE EXECUTIVE ADDRESS FOR NOTICES SPECIFIED IN SECTION 10.2. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective DateTHE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE OF CLAIMS AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)SECTION 10.13.

Forum Selection and Consent to Jurisdiction. EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT BETWEEN GUARANTY OR AMONG SUCH PARTIESANY OTHER LOAN DOCUMENT, SHALL OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY SECURED PARTY OR ANY GUARANTOR IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE COMPANY AND THE EXECUTIVE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTYNEW YORK, ILLINOIS, OR IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED FOR THE BORROWER IN SECTION 10.2 OF THE COMPANY AND THE EXECUTIVE CREDIT AGREEMENT. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR 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 WITNESS WHEREOFAID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF CLAIMS ITS OBLIGATIONS UNDER THIS GUARANTY AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)THE OTHER LOAN DOCUMENTS.

Forum Selection and Consent to Jurisdiction. (a) EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIES, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT OF THE STATE OF ILLINOIS LOCATED IN XXXX COUNTY, ILLINOIS, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS. EACH OF THE COMPANY AND THE EXECUTIVE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY OTHER PARTY IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE JURISDICTION OF TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF ILLINOIS LOCATED NEW YORK SITTING IN XXXX NEW YORK COUNTY, ILLINOIS, OR IN AND OF THE UNITED STATES DISTRICT FOR COURT OF THE NORTHERN SOUTHERN DISTRICT OF ILLINOISNEW YORK, AND ANY APPELLATE COURT 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 STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE COMPANY 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 EXECUTIVE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. TO THE EXTENT THAT THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY LENDER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, 975 ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER, THE ADMINISTRATIVE AGENT AND SUCH LENDER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date. MATERIAL SCIENCES CORPORATION By: /s/ Xxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX President and Chief Executive Officer By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX X. XXXXXX EXHIBIT A RELEASE OF CLAIMS AND COVENANT NOT TO XXX THIS RELEASE OF CLAIMS AND COVENANT NOT TO XXX (the “Release”) is executed and delivered by (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”)OTHER LOAN DOCUMENTS.