the fullest extent permitted by applicable Law, any
objection that it may now or hereafter have to the laying of venue of any action
or proceeding arising out of or relating to this Amendment or any other Loan
Document executed in connection herewith in any court referred to in
Section 6.4(b). Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by applicable Law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court.
(d)
Service of Process. Each party hereto irrevocably consents to service of
process in the manner provided for notices in Section 11.02 of the Credit
Agreement. Nothing in this Amendment will affect the right of any party hereto
to serve process in any other manner permitted by applicable Law.
6.5
Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
EXECUTED IN CONNECTION HEREWITH BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
6.6
FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT, AS
AMENDED HEREBY, AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
6.7
Expenses of Administrative Agent. To the extent provided in the Credit
Agreement, Borrower shall pay all invoiced reasonable costs and expenses
incurred by Administrative Agent in connection with the preparation,
negotiation, and execution of this Amendment and the other Loan Documents
executed pursuant hereto, including without limitation the reasonable fees and
expenses of Administrative Agent's legal counsel promptly following Borrower's
receipt of invoices therefor.
[Signature Pages Follow]
6.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized officers, all as of the day and year first written
above.
BORROWER:
WINTRUST FINANCIAL CORPORATION
By:
/s/David L. Stoehr
David L. Stoehr
Executive Vice President and
Chief Financial Officer
WELLS FARGO BANK, N.A.,
as Administrative Agent
By:
/s/Linda Sampson
Name:
Linda Sampson
Title:
Vice President
WELLS FARGO BANK, N.A.,
as a Lender
By:
/s/Nicole Freeman
Name:
Nicole Freeman
Title:
Managing Director
ROYAL BANK OF CANADA,
as a Lender
By:
/s/Brian Reidy
Name:
Brian Reidy
Title:
MD, ICM
U.S. BANK NATIONAL ASSOCIATION
as a