UNDER THE NOTE,
OR THERE SHALL BE ANY OTHER OBLIGATIONS OUTSTANDING. BORROWER HEREBY WAIVES
NOTICE OF ACCEPTANCE OF THIS LOAN AGREEMENT BY ADMINISTRATIVE AGENT.
(L)
EXHIBITS.
THE EXHIBITS TO THIS LOAN
AGREEMENT ARE HEREBY INCORPORATED AND MADE A PART HEREOF AND ARE AN INTEGRAL
PART OF THIS LOAN AGREEMENT.
(M)
COUNTERPARTS; FACSIMILES.
THIS LOAN AGREEMENT
MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS WHICH, WHEN TAKEN TOGETHER,
CONSTITUTE ONE AND THE SAME LOAN
46
AGREEMENT.
SIGNATURES TRANSMITTED BY FACSIMILE OR OTHER ELECTRONIC MEANS SHALL
BE EFFECTIVE AS ORIGINALS.
(N)
JURISDICTION; WAIVER.
BORROWER ACKNOWLEDGES
THAT THIS LOAN AGREEMENT IS BEING ACCEPTED BY ADMINISTRATIVE AGENT AND LENDERS
IN PARTIAL CONSIDERATION OF ADMINISTRATIVE AGENT'S AND LENDERS' RIGHT AND
OPTION, IN THEIR SOLE DISCRETION, TO ENFORCE THE LOAN DOCUMENTS IN EITHER THE
STATE OF ILLINOIS OR IN ANY OTHER JURISDICTION WHERE CUSTOMER OR ANY COLLATERAL
MAY BE LOCATED.
BORROWER IRREVOCABLY SUBMITS ITSELF TO JURISDICTION IN THE
STATE OF ILLINOIS AND VENUE IN ANY STATE OR FEDERAL COURT IN THE COUNTY OF COOK
FOR SUCH PURPOSES, AND BORROWER WAIVES ANY AND ALL RIGHTS TO CONTEST SAID
JURISDICTION AND VENUE AND THE CONVENIENCE OF ANY SUCH FORUM, AND ANY AND ALL
RIGHTS TO REMOVE SUCH ACTION FROM STATE TO FEDERAL COURT.
BORROWER FURTHER
WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST LENDER IN ANY JURISDICTION
EXCEPT IN THE COUNTY OF COOK AND STATE OF ILLINOIS.
BORROWER AGREES THAT ALL
SUCH SERVICE OF PROCESS SHALL BE MADE BY MAIL OR MESSENGER DIRECTED TO IT IN THE
SAME MANNER AS PROVIDED FOR NOTICES TO BORROWER IN THIS LOAN AGREEMENT AND THAT
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL
RECEIPT OR THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN POSTED TO BORROWER OR
BORROWER'S AGENT.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF
ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR AFFECT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO
BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF
ANY OTHER JURISDICTION.
(O)
JURY WAIVER.
ADMINISTRATIVE AGENT, LENDERS
AND BORROWER HEREBY EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
AGAINST THE OTHER PARTY WITH RESPECT TO ANY MATTER RELATING TO, ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THE LOAN, THE OBLIGATIONS, THIS LOAN AGREEMENT, ANY
OF THE OTHER LOAN DOCUMENTS AND/OR ANY OF THE TRANSACTIONS WHICH ARE THE SUBJECT
MATTER OF THIS LOAN AGREEMENT.
(P)
SURVIVAL.
ALL REPRESENTATIONS, WARRANTIES,
AGREEMENTS AND COVENANTS CONTAINED IN THE LOAN DOCUMENTS SHALL SURVIVE THE
SIGNING AND DELIVERY OF THE LOAN DOCUMENTS, AND ALL OF THE WAIVERS MADE AND
INDEMNIFICATION OBLIGATIONS UNDERTAKEN BY BORROWER SHALL SURVIVE THE
TERMINATION, DISCHARGE OR CANCELLATION OF THE LOAN DOCUMENTS.
(Q)
BORROWER'S ACKNOWLEDGMENTS.
BORROWER
ACKNOWLEDGES THAT BORROWER (I) HAS HAD AMPLE OPPORTUNITY TO CONSULT WITH COUNSEL
AND SUCH OTHER PARTIES AS DEEMED
47
ADVISABLE PRIOR TO