SHALL, WITHOUT NOTICE, (A) CEASE MAKING LOANS OR
ARRANGING FOR LETTERS OF CREDIT OR REDUCE THE LENDING FORMULAS OR AMOUNTS OF
LOANS AND LETTERS OF CREDIT AVAILABLE TO BORROWERS AND/OR (B) TERMINATE ANY
PROVISION OF THIS AGREEMENT PROVIDING FOR ANY FUTURE LOANS TO BE MADE BY AGENT
AND LENDERS OR LETTERS OF CREDIT TO BE ISSUED BY AN ISSUING BANK AND (II) AGENT
MAY, AT ITS OPTION, ESTABLISH SUCH RESERVES AS AGENT DETERMINES, WITHOUT
LIMITATION OR RESTRICTION, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN.
SECTION 11.
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW
11.1
GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS; JURY TRIAL WAIVER.
(A)
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT AND THE OTHER FINANCING AGREEMENTS (EXCEPT AS OTHERWISE PROVIDED
THEREIN) AND ANY DISPUTE ARISING OUT OF THE RELATIONSHIP BETWEEN THE PARTIES
HERETO, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF ILLINOIS BUT EXCLUDING ANY PRINCIPLES OF CONFLICTS
OF LAW OR OTHER RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY
JURISDICTION OTHER THAN THE LAWS OF THE STATE OF ILLINOIS.
(B)
BORROWERS, GUARANTORS, AGENT, LENDERS AND EACH ISSUING
BANK IRREVOCABLY CONSENT AND SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE
CIRCUIT COURT OF COOK COUNTY, ILLINOIS AND THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF ILLINOIS, WHICHEVER AGENT MAY ELECT, AND WAIVE ANY
OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION
INSTITUTED THEREIN ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS OR THE TRANSACTIONS RELATED
106
HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, AND AGREE THAT ANY DISPUTE WITH
RESPECT TO ANY SUCH MATTERS SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE
(EXCEPT THAT AGENT AND LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST ANY BORROWER OR GUARANTOR OR ITS OR THEIR PROPERTY IN THE
COURTS OF ANY OTHER JURISDICTION WHICH AGENT DEEMS NECESSARY OR APPROPRIATE IN
ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE ITS RIGHTS AGAINST
ANY BORROWER OR GUARANTOR OR ITS OR THEIR PROPERTY).
(C)
EACH BORROWER AND GUARANTOR HEREBY WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE BY CERTIFIED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO ITS
ADDRESS SET FORTH HEREIN AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS, OR,
AT AGENT'S OPTION, BY SERVICE UPON ANY BORROWER OR GUARANTOR (OR ADMINISTRATIVE
BORROWER ON BEHALF OF SUCH BORROWER OR GUARANTOR) IN ANY OTHER MANNER PROVIDED
UNDER THE RULES OF ANY SUCH COURTS.
WITHIN THIRTY (30) DAYS AFTER SUCH