the opening
of business on the next Business Day for the
recipient) and (c) notices by electronic mail shall
be
deemed received upon
the sender's receipt
of an acknowledgment
from the intended
recipient (such
as by the
"return receipt
requested" function,
as available, return
email or
other written
acknowledgment).
12.
CHOICE OF
LAW
AND VENUE;
JURY TRIAL
WAIVER;
JUDICIAL
REFERENCE PROVISION.
(a)
THE VALIDITY
OF THIS AGREEMENT AND
THE OTHER LOAN
DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO
THE CONTRARY IN ANOTHER
LOAN DOCUMENT IN
RESPECT OF SUCH
OTHER LOAN DOCUMENT),
THE
CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT
HEREOF AND
THEREOF,
THE RIGHTS
OF THE
PARTIES
HERETO AND
THERETO WITH
RESPECT TO
ALL MATTERS
ARISING HEREUNDER
OR THEREUNDER
OR
RELATED HERETO
OR THERETO, AND
ANY CLAIMS, CONTROVERSIES
OR
DISPUTES ARISING
HEREUNDER OR
THEREUNDER OR
RELATED HERETO
OR
THERETO SHALL
BE DETERMINED
UNDER, GOVERNED BY,
AND CONSTRUED
IN ACCORDANCE WITH THE LAWS
OF THE STATE
OF ILLINOIS
.
(b)
THE PARTIES
AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN
CONNECTION WITH
THIS AGREEMENT
AND THE
OTHER LOAN
DOCUMENTS SHALL BE
TRIED AND LITIGATED
ONLY
IN THE STATE
AND, TO
THE EXTENT PERMITTED
BY APPLICABLE LAW,
FEDERAL COURTS
LOCATED
IN THE
COUNTY OF
COOK, STATE
OF ILLINOIS;
PROVIDED, THAT
ANY SUIT
SEEKING ENFORCEMENT AGAINST
ANY COLLATERAL
OR OTHER PROPERTY
MAY
BE BROUGHT,
AT AGENT'S
OPTION, IN
THE COURTS
OF ANY
JURISDICTION WHERE
AGENT ELECTS
TO BRING
SUCH ACTION
OR WHERE
SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
EACH BORROWER
AND EACH
MEMBER OF
THE LENDER
GROUP WAIVE,
TO THE
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 PROCEEDING IS BROUGHT IN ACCORDANCE
WITH THIS SECTION 12(b).
(c)
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW,
EACH BORROWER AND EACH MEMBER
OF THE LENDER GROUP HEREBY
WAIVE
THEIR RESPECTIVE RIGHTS, IF ANY,
TO A JURY TRIAL OF
ANY CLAIM,
CONTROVERSY,
DISPUTE OR
CAUSE OF
ACTION DIRECTLY
OR INDIRECTLY
BASED UPON OR ARISING OUT OF ANY OF THE LOAN
DOCUMENTS OR ANY OF
THE TRANSACTIONS CONTEMPLATED
THEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER
COMMON
LAW
OR STATUTORY
CLAIMS (EACH
A "CLAIM").
EACH BORROWER
AND
EACH MEMBER
OF THE
LENDER GROUP
REPRESENT THAT
EACH HAS
REVIEWED THIS WAIVER
AND EACH KNOWINGLY
AND VOLUNTARILY
WAIVES
ITS JURY
TRIAL RIGHTS
FOLLOWING CONSULTATION
WITH LEGAL
COUNSEL.
IN THE EVENT OF LITIGATION,
A COPY OF THIS AGREEMENT MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
(d)
EACH BORROWER HEREBY IRREVOCABLY
AND
UNCONDITIONALLY
SUBMITS TO
THE EXCLUSIVE
JURISDICTION OF
THE
STATE
AND FEDERAL COURTS
LOCATED IN
THE COUNTY OF
COOK AND THE
STATE
OF ILLINOIS,
IN ANY
ACTION OR
PROCEEDING ARISING
OUT OF
OR
RELATING TO
ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT.
EACH OF THE PARTIES
HERETO AGREES
THAT A
FINAL JUDGMENT IN
ANY SUCH
ACTION OR PROCEEDING
SHALL BE
CONCLUSIVE AND MAY
BE ENFORCED IN
OTHER JURISDICTIONS