this Agreement is held invalid or unenforceable, the remainder
of this Agreement will not be affected thereby and the provisions of this
Agreement shall be severable in any such instance.
TO INDUCE THE BANK TO INCREASE AND AMEND THE LOAN AND THE LOAN
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DOCUMENTS IN ACCORDANCE WITH THIS AGREEMENT, EACH OF THE BORROWING PARTIES
IRREVOCABLY AGREES THAT, ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT
OR IN CONSEQUENCE OF THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE BANK, SHALL
BE INSTITUTED AND LITIGATED ONLY AS FOLLOWS: (A) ALL ACTIONS INSTITUTED BY THE
COMPANY AND/OR THE US SUBSIDIARY SHALL ONLY BE INSTITUTED IN COURTS HAVING SITUS
IN THE CITY OF CHICAGO, ILLINOIS, AND (B) ALL ACTIONS INSTITUTED BY BANK AND/OR
THE UK SUBSIDIARY, IN BANK'S SOLE DISCRETION OR IN THE UK SUBSIDIARY'S SOLE
DISCRETION AS APPLICABLE, SHALL ONLY BE INSTITUTED IN COURTS HAVING SITUS EITHER
IN THE CITY OF CHICAGO, ILLINOIS OR THE CITY OF LONDON, ENGLAND AND EACH OF THE
BORROWING PARTIES HEREBY CONSENTS TO THE JURISDICTION AND VENUE OF ANY STATE OR
FEDERAL COURT LOCATED AND HAVING ITS SITUS IN CHICAGO, ILLINOIS OR OF THE HIGH
COURT OF ENGLAND AND WALES HAVING ITS SITUS IN LONDON, ENGLAND, AND WAIVES ANY
OBJECTION BASED ON FORUM NONCONVENIENS, AND EACH OF THE BORROWING PARTIES HEREBY
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS, AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
DIRECTED TO THE APPLICABLE PARTIES BORROWING PARTIES AT THE APPLICABLE ADDRESSES
INDICATED IN THE BANK'S RECORDS IN THE MANNER PROVIDED BY APPLICABLE STATUTE,
LAW, RULE OF COURT OR OTHERWISE.
(SIGNATURE PAGE IMMEDIATELY FOLLOWS)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
BANK:
JP MORGAN CHASE BANK, N.A., a national banking association
By:
Name:
Title:
COMPANY:
DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC., a Delaware
corporation
By:
Name:
Its:
GUARANTORS:
US SUBSIDIARY:
DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS NA, INC., an Illinois corporation
By:
Name:
Title:
UK SUBSIDIARY:
DIAMOND PARTNERS LIMITED, a United Kingdom corporation
By:
Name:
Title:
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