Common use of Judicial Proceedings Clause in Contracts

Judicial Proceedings. 13A. CONSENT TO JURISDICTION. EACH OF THE COMPANY AND THE ESOP IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OVER ANY SUIT, --------------------------------------------------------------------- ACTION OR PROCEEDING BETWEEN OR AMONG ANY OF THE PARTIES TO THE AGREEMENTS OR ANY PERSON WHO IS OR WAS A NOTEHOLDER AND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTES. TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, EACH OF THE COMPANY AND THE ESOP IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT IN ANY SUCH CASE, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VUNUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Judicial Proceedings. 13A. CONSENT TO JURISDICTION. (a) THE PARENT AND EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY 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 THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED PARTY OF THE COMPANY AND THE ESOP IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF FOREGOING IN ANY NEW YORK STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OVER ANY SUIT, --------------------------------------------------------------------- ACTION OR PROCEEDING BETWEEN OR AMONG ANY OF THE PARTIES TO THE AGREEMENTS OR ANY PERSON WHO IS OR WAS A NOTEHOLDER AND ARISING OUT OF OR WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE NOTES. TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW 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 IT MAY EFFECTIVELY DO SO UNDER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, IN SUCH FEDERAL COURT. EACH OF THE COMPANY AND THE ESOP IRREVOCABLY WAIVES AND PARTIES HERETO AGREES NOT TO ASSERT, BY WAY OF MOTION AS THAT A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT FINAL JUDGMENT IN ANY SUCH CASEACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OBJECTION OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT IT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY NOW OR HEREAFTER OTHERWISE HAVE TO THE LAYING OF THE VUNUE OF BRING ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE PARENT OR ANY OBLIGOR OR ITS PROPERTIES IN THE COURTS OF ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUMJURISDICTION.

Judicial Proceedings. 13A. CONSENT TO JURISDICTION. EACH THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMPANY STATE OF NEW YORK. THE DEBTOR HEREBY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION IN CONNECTION WITH THIS AGREEMENT MAY BE INSTITUTED IN THE ESOP COURTS OF THE STATE OF NEW YORK, THE COUNTY OF NEW YORK, NEW YORK OR THE UNITED STATES COURTS FOR THE SOUTHERN DISTRICT OF NEW YORK, AS LENDER MAY ELECT, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE DEBTOR HEREBY IRREVOCABLY ------------------------------------------------------------------------------- ACCEPTS AND SUBMITS TO TO, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK SUCH COURT, AND TO ALL PROCEEDINGS IN SUCH COURTS. THE DEBTOR AND THE LENDER ACKNOWLEDGE THAT JURY TRIALS OFTEN ENTAIL ADDITIONAL EXPENSES AND DELAYS NOT OCCASIONED BY NONJURY TRIALS. THE DEBTOR AND THE LENDER AGREE AND STIPULATE THAT A FAIR TRIAL MAY BE HAD BEFORE A STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING JUDGE BY MEANS OF A BENCH TRIAL WITHOUT A JURY. IN VIEW OF THE CITY FOREGOING, AND AS A SPECIFICALLY NEGOTIATED PROVISION OF NEW YORKTHIS AGREEMENT, BOROUGH THE DEBTOR AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF MANHATTANANY CLAIM, OVER ANY SUITDEMAND, --------------------------------------------------------------------- ACTION OR PROCEEDING BETWEEN CAUSE OF ACTION ARISING UNDER THIS AGREEMENT, OR AMONG THE TRANSACTIONS RELATED HERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND THE DEBTOR AND THE LENDER HEREBY AGREE AND CONSENT THAT THE DEBTOR OR THE LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE AGREEMENTS OR WAIVER OF THEIR RIGHT TO TRIAL BY JURY. FURTHER, THE DEBTOR AND THE LENDER EACH WAIVES ANY PERSON WHO IS OR WAS A NOTEHOLDER AND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTES. TO THE FULLEST EXTENT RIGHT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, EACH OF THE COMPANY AND THE ESOP IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT IN ANY SUCH CASE, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VUNUE OF CLAIM OR RECOVER IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ANY SUCH COURT ADDITION TO, ACTUAL DAMAGES. THE DEBTOR ACKNOWLEDGES AND ANY CLAIM AGREES THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT THE LENDER WOULD NOT EXTEND CREDIT TO THE DEBTOR IF THE WAIVERS SET FORTH IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUMTHIS SECTION WERE NOT A PART OF THIS AGREEMENT.

Judicial Proceedings. 13A. CONSENT TO JURISDICTION. (a) EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY 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 AGENT, ANY LENDER, ANY LC ISSUER OR ANY RELATED PARTY OF THE COMPANY AND THE ESOP IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF FOREGOING IN ANY NEW YORK STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OVER ANY SUIT, --------------------------------------------------------------------- ACTION OR PROCEEDING BETWEEN OR AMONG ANY OF THE PARTIES TO THE AGREEMENTS OR ANY PERSON WHO IS OR WAS A NOTEHOLDER AND ARISING OUT OF OR WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE NOTES. TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE SITTING IN NEW YORK COUNTY, 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 IT MAY EFFECTIVELY DO SO UNDER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, IN SUCH FEDERAL COURT. EACH OF THE COMPANY AND THE ESOP IRREVOCABLY WAIVES AND PARTIES HERETO AGREES NOT TO ASSERT, BY WAY OF MOTION AS THAT A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT FINAL JUDGMENT IN ANY SUCH CASEACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OBJECTION OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT IT THE ADMINISTRATIVE AGENT OR ANY LENDER OR LC ISSUER MAY NOW OR HEREAFTER OTHERWISE HAVE TO BRING ANY ACTION OR 207 KE 103372065 PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST PARENT OR ANY OBLIGOR OR ITS PROPERTIES IN THE LAYING OF THE VUNUE COURTS OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUMJURISDICTION.

Judicial Proceedings. 13A. CONSENT TO JURISDICTION. EACH OF THE COMPANY LOAN PARTIES AND THE ESOP IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS LENDER AGREE THAT ANY ACTION OR PROCEEDING ARISING UNDER OR RELATED TO THE NON-EXCLUSIVE JURISDICTION OF THIS AGREEMENT OR ANY NEW YORK OTHER LOAN DOCUMENT MAY BE COMMENCED IN ANY FEDERAL OR STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING IN THE CITY SOUTHERN DISTRICT OF NEW YORK, BOROUGH AND BY EXECUTION AND DELIVERY OF MANHATTANTHIS AGREEMENT, OVER ANY SUITTHE LOAN PARTIES HEREBY IRREVOCABLY SUBMIT TO, --------------------------------------------------------------------- ACTION OR PROCEEDING BETWEEN OR AMONG ANY AND ACCEPT FOR THEMSELVES AND IN RESPECT OF THEIR PROPERTY, GENERALLY AND UNCONDITIONALLY, THE PARTIES TO THE AGREEMENTS OR ANY PERSON WHO IS OR WAS A NOTEHOLDER JURISDICTION OF EACH SUCH COURT AND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTES. TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, EACH OF THE COMPANY AND THE ESOP IRREVOCABLY WAIVES AND AGREES AGREE NOT TO ASSERT, BY WAY OF MOTION MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH CASEAN INCONVENIENT FORUM, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING VENUE OF THE VUNUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IS IMPROPER, OR THAT THE AGREEMENT OR THE SUBJECT MATTER THEREOF OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY MAY NOT BE ENFORCED IN OR BY SUCH COURT. THE PARTIES AGREE THAT A FINAL JUDGMENT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH LOAN PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH COURT HAS BEEN BROUGHT ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE LOAN PARTY AT THE ADDRESS FOR IT SPECIFIED IN AN INCONVENIENT FORUMSECTION 8.04 HEREOF. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY LOAN PARTY IN ANY OTHER JURISDICTION, SUBJECT IN EACH INSTANCE TO THE PROVISIONS HEREOF WITH RESPECT TO RIGHTS AND REMEDIES.

Judicial Proceedings. 13A. CONSENT ANY JUDICIAL PROCEEDING BROUGHT AGAINST THE BORROWER WITH RESPECT TO JURISDICTION. EACH OF THE COMPANY AND THE ESOP IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THIS AGREEMENT OR ANY NEW YORK OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING IN THE CITY COUNTIES OF NEW YORKMIAMI-DADE OR BROWARD, BOROUGH FLORIDA, AND, BY EXECUTION AND DELIVERY OF MANHATTANTHIS AGREEMENT, OVER THE BORROWER (A) ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY SUIT, --------------------------------------------------------------------- ACTION OR PROCEEDING BETWEEN OR AMONG RELATED APPELLATE COURTS AND IRREVOCABLY AGREES (WITHOUT WAIVING ANY OF THE PARTIES RIGHT TO THE AGREEMENTS OR APPEAL) TO BE BOUND BY ANY PERSON WHO IS OR WAS A NOTEHOLDER AND ARISING OUT OF OR RELATING TO JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR THE NOTES. TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, EACH OF THE COMPANY AND THE ESOP OTHER LOAN DOCUMENTS, AND (B) IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT IN ANY SUCH CASE, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE AS TO THE LAYING OF THE VUNUE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH A COURT OR THAT SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE BANK TO BRING PROCEEDINGS AGAINST THE BORROWER OR OR WITH RESPECT TO THE COLLATERAL IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST BANK INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE BROUGHT ONLY IN A COURT LOCATED IN MIAMI-DADE COUNTY IN THE STATE OF FLORIDA.

Judicial Proceedings. 13A. CONSENT TO JURISDICTION. (a) EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY 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 AGENT, ANY LENDER, ANY LC ISSUER OR ANY RELATED PARTY OF THE COMPANY AND THE ESOP IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF FOREGOING IN ANY NEW YORK STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OVER ANY SUIT, --------------------------------------------------------------------- ACTION OR PROCEEDING BETWEEN OR AMONG ANY OF THE PARTIES TO THE AGREEMENTS OR ANY PERSON WHO IS OR WAS A NOTEHOLDER AND ARISING OUT OF OR WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE NOTES. TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE SITTING IN NEW YORK COUNTY, 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 IT MAY EFFECTIVELY DO SO UNDER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, IN SUCH FEDERAL COURT. EACH OF THE COMPANY AND THE ESOP IRREVOCABLY WAIVES AND PARTIES HERETO AGREES NOT TO ASSERT, BY WAY OF MOTION AS THAT A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT FINAL JUDGMENT IN ANY SUCH CASEACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OBJECTION OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT IT THE ADMINISTRATIVE AGENT OR ANY LENDER OR LC ISSUER MAY NOW OR HEREAFTER OTHERWISE HAVE TO THE LAYING OF THE VUNUE OF BRING ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST PARENT OR ANY OBLIGOR OR ITS PROPERTIES IN THE COURTS OF ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUMJURISDICTION.

Judicial Proceedings. 13A. CONSENT TO JURISDICTION. (x) EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY 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 AGENT, ANY LENDER, ANY LC ISSUER OR ANY RELATED PARTY OF THE COMPANY AND THE ESOP IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF FOREGOING IN ANY NEW YORK STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OVER ANY SUIT, --------------------------------------------------------------------- ACTION OR PROCEEDING BETWEEN OR AMONG ANY OF THE PARTIES TO THE AGREEMENTS OR ANY PERSON WHO IS OR WAS A NOTEHOLDER AND ARISING OUT OF OR WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE NOTES. TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE SITTING IN NEW YORK COUNTY, 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 IT MAY EFFECTIVELY DO SO UNDER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, IN SUCH FEDERAL COURT. EACH OF THE COMPANY AND THE ESOP IRREVOCABLY WAIVES AND PARTIES HERETO AGREES NOT TO ASSERT, BY WAY OF MOTION AS THAT A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT FINAL JUDGMENT IN ANY SUCH CASEACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OBJECTION OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT IT THE ADMINISTRATIVE AGENT OR ANY LENDER OR LC ISSUER MAY NOW OR HEREAFTER OTHERWISE HAVE TO THE LAYING OF THE VUNUE OF BRING ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE PARENT OR ANY OBLIGOR OR ITS PROPERTIES IN THE COURTS OF ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.JURISDICTION. KE 84627654

Judicial Proceedings. 13A. CONSENT TO JURISDICTION. EACH OF THE COMPANY GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, XXXXXX, HEREBY KNOWINGLY, VOLUNTARILY AND THE ESOP IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS INTENTIONALLY WAIVES (TO THE NON-EXCLUSIVE JURISDICTION FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY NEW YORK STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OVER ANY SUIT, --------------------------------------------------------------------- ACTION OR PROCEEDING BETWEEN OR AMONG ANY OF THE PARTIES TO THE AGREEMENTS OR ANY PERSON WHO IS OR WAS A NOTEHOLDER AND DISPUTE ARISING OUT OF UNDER OR RELATING TO THIS AGREEMENT GUARANTY AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING ARISING UNDER OR RELATED TO THIS GUARANTY MAY BE COMMENCED IN ANY FEDERAL OR STATE COURT SITTING IN THE NOTES. SOUTHERN DISTRICT OF NEW YORK AND THE PARTIES IRREVOCABLY SUBMIT TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, JURISDICTION OF EACH OF THE COMPANY SUCH COURT AND THE ESOP IRREVOCABLY WAIVES AND AGREES AGREE NOT TO ASSERT, BY WAY OF MOTION MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH CASEAN INCONVENIENT FORUM, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING VENUE OF THE VUNUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IS IMPROPER, OR THAT THE AGREEMENT OR THE SUBJECT MATTER THEREOF OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY MAY NOT BE ENFORCED IN OR BY SUCH COURT. THE GUARANTOR AND XXXXXX AGREE THAT A FINAL JUDGMENT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUMOTHER MANNER PROVIDED BY LAW.

Judicial Proceedings. 13A. CONSENT TO JURISDICTIONBORROWER AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT MAY BE TRIED AND LITIGATED ONLY IN STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF XXXX, STATE OF ILLINOIS OR, AT THE SOLE OPTION OF BANK IN ANY OTHER COURT IN WHICH BANK SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN THE CONTROVERSY. EACH OF THE COMPANY BORROWER AND THE ESOP IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS BANK WAIVES TO THE NON-EXCLUSIVE JURISDICTION FIRST EXTENT PERMITTED UNDER APPLICABLE LAW ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY NEW YORK STATE PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS AGREEMENT. BORROWER ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT THE BANK WOULD NOT EXTEND CREDIT TO THE BORROWER IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS AGREEMENT. BORROWER IRREVOCABLY APPOINTS EACH AND EVERY OFFICER OF BORROWER (NOTWITHSTANDING THE PROVISIONS OF SECTION 9.2), AS ITS ATTORNEYS UPON WHOM MAY BE SERVED BY REGULAR OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING CERTIFIED MAIL AT THE ADDRESS SET FORTH IN THE CITY OF NEW YORKSECTION 9.2 HEREOF, BOROUGH OF MANHATTANANY NOTICE, OVER PROCESS OR PLEADING IN ANY SUIT, --------------------------------------------------------------------- ACTION OR PROCEEDING BETWEEN OR AMONG ANY OF THE PARTIES TO THE AGREEMENTS OR ANY PERSON WHO IS OR WAS A NOTEHOLDER AND AGAINST IT ARISING OUT OF OR RELATING TO CONNECTION WITH THIS AGREEMENT OR THE NOTES. TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, EACH OF THE COMPANY AND THE ESOP IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT IN ANY SUCH CASE, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VUNUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUMAGREEMENT.

Judicial Proceedings. 13A. CONSENT TO JURISDICTION. EACH OF THE COMPANY AND THE ESOP IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OVER ANY SUIT, --------------------------------------------------------------------- LEGAL ACTION OR PROCEEDING BETWEEN OR AMONG ANY OF THE PARTIES TO THE AGREEMENTS OR ANY PERSON WHO IS OR WAS A NOTEHOLDER AND ARISING OUT OF OR RELATING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR SECURITY DOCUMENT MAY BE BROUGHT IN THE NOTES. TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, EACH COURTS OF THE COMPANY AND STATE OF ILLINOIS SITUATED IN COOK XXXNTY, OR OF THE ESOP IRREVOCABLY WAIVES AND AGREES NOT TO ASSERTUNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF ILLINOIS, AND, BY WAY EXECUTION AND DELIVERY OF MOTION AS A DEFENSE OR OTHERWISETHIS AGREEMENT, ANY CLAIM THAT IT IS NOT SUBJECT TO THE SUBJECT-MATTER BORROWER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE BORROWER HEREBY IRREVOCABLY WAIVES, IN CONNECTION WITH ANY SUCH COURT IN ACTION OR PROCEEDING, (A) ANY SUCH CASEOBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VUNUE BRINGING OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH RESPECTIVE JURISDICTIONS AND (B) THE RIGHT TO INTERPOSE ANY NONCOMPULSORY SETOFF, COUNTERCLAIM OR CROSS-CLAIM. THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT THE ADDRESS FOR IT SPECIFIED IN SECTION 8.04 HEREOF. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE PROCESS IN ANY SUCH COURT HAS BEEN BROUGHT OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN AN INCONVENIENT FORUMANY OTHER JURISDICTION, SUBJECT IN EACH INSTANCE TO THE PROVISIONS HEREOF WITH RESPECT TO RIGHTS AND REMEDIES.

Judicial Proceedings. 13A. CONSENT (a EACH OF THE PARTIES HERETO AGREES THAT ANY ACTION, SUIT OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO ARISING UNDER OR RELATING IN ANY WAY TO JURISDICTIONTHIS AGREEMENT OR A TRANSACTION CONTEMPLATED HEREBY MAY ONLY BE BROUGHT OR ENFORCED IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN RESPECT OF ANY SUCH ACTION, SUIT OR PROCEEDING. EACH OF THE COMPANY AND THE ESOP PARTIES HERETO FURTHER IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS CONSENTS TO THE NON-EXCLUSIVE JURISDICTION SERVICE OF PROCESS IN ANY NEW YORK STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING IN THE CITY OF NEW YORKSUCH ACTION, BOROUGH OF MANHATTAN, OVER ANY SUIT, --------------------------------------------------------------------- ACTION SUIT OR PROCEEDING BETWEEN BY THE MAILING OF COPIES THEREOF BY REGISTERED OR AMONG ANY CERTIFIED MAIL, POSTAGE PRE-PAID, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESSES PROVIDED FOR NOTICES HEREUNDER. (b EACH OF THE PARTIES TO THE AGREEMENTS OR ANY PERSON WHO IS OR WAS A NOTEHOLDER AND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTES. TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, EACH OF THE COMPANY AND THE ESOP HERETO HEREBY IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT IN ANY SUCH CASE, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO REGARDING THE LAYING OF THE VUNUE VENUE OF ANY SUCH SUITACTION, ACTION SUIT OR PROCEEDING BROUGHT ARISING UNDER OR RELATING IN ANY SUCH WAY TO DISAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY COURT LOCATED IN THE STATE OF NEW YORK AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT A COURT LOCATED IN THE STATE OF NEW YORK IS NOT A CONVENIENT FORUM FOR ANY SUCH SUITACTION, ACTION SUIT OR PROCEESING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUMPROCEEDING. ss.VII.5

Judicial Proceedings. 13A. CONSENT TO JURISDICTION. EACH OF THE COMPANY GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, LENDER, HEREBY KNOWINGLY, VOLUNTARILY AND THE ESOP IRREVOCABLY ------------------------------------------------------------------------------- SUBMITS INTENTIONALLY WAIVES (TO THE NON-EXCLUSIVE JURISDICTION FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY NEW YORK STATE OR FEDERAL COURT -------------------------------------------------------------------------------- SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OVER ANY SUIT, --------------------------------------------------------------------- ACTION OR PROCEEDING BETWEEN OR AMONG ANY OF THE PARTIES TO THE AGREEMENTS OR ANY PERSON WHO IS OR WAS A NOTEHOLDER AND DISPUTE ARISING OUT OF UNDER OR RELATING TO THIS AGREEMENT GUARANTY AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING ARISING UNDER OR RELATED TO THIS GUARANTY MAY BE COMMENCED IN ANY FEDERAL OR STATE COURT SITTING IN THE NOTES. SOUTHERN DISTRICT OF NEW YORK AND THE PARTIES IRREVOCABLY SUBMIT TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, JURISDICTION OF EACH OF THE COMPANY SUCH COURT AND THE ESOP IRREVOCABLY WAIVES AND AGREES AGREE NOT TO ASSERT, BY WAY OF MOTION MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE SUBJECT-MATTER JURISDICTION OF ANY SUCH COURT COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH CASEAN INCONVENIENT FORUM, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING VENUE OF THE VUNUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IS IMPROPER, OR THAT THE AGREEMENT OR THE SUBJECT MATTER THEREOF OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY MAY NOT BE ENFORCED IN OR BY SUCH COURT. THE GUARANTOR AND LENDER AGREE THAT A FINAL JUDGMENT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEESING BROUGHT PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUMOTHER MANNER PROVIDED BY LAW.