BORROWING AGENT AT ITS
ADDRESS SET FORTH IN SECTION 16.6 AND SERVICE SO MADE SHALL BE DEEMED COMPLETED
AFTER THE SAME SHALL HAVE BEEN RECEIVED BY THE BORROWING AGENT, OR, AT THE
AGENT'S OPTION, BY SERVICE UPON BORROWING AGENT WHICH EACH BORROWER IRREVOCABLY
APPOINTS AS SUCH BORROWER'S AGENT FOR THE PURPOSE OF ACCEPTING SERVICE WITHIN
THE STATE OF ILLINOIS.
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF AGENT OR ANY LENDER
TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION.
EACH BORROWER WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF
ANY ACTION INSTITUTED HEREUNDER IN ANY COURT OF COMPETENT JURISDICTION IN THE
STATE OF ILLINOIS AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION
OR VENUE OR BASED UPON FORUM NON CONVENIENS.
EACH BORROWER WAIVES THE RIGHT TO
REMOVE ANY JUDICIAL PROCEEDING BROUGHT AGAINST SUCH BORROWER IN ANY STATE COURT
TO ANY FEDERAL COURT.
ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST AGENT OR
ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER OR CLAIM IN ANY WAY
ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR ANY RELATED
AGREEMENT, SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT LOCATED IN THE
COUNTY OF COOK, STATE OF ILLINOIS.
16.2.
ENTIRE UNDERSTANDING.
(A)
THIS AGREEMENT AND THE DOCUMENTS EXECUTED
CONCURRENTLY HEREWITH CONTAIN THE ENTIRE UNDERSTANDING BETWEEN EACH BORROWER,
AGENT AND EACH LENDER AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF
ANY, RELATING TO THE SUBJECT MATTER HEREOF.
ANY PROMISES, REPRESENTATIONS,
WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED AND HEREINAFTER MADE SHALL HAVE NO
FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY EACH BORROWER'S, AGENT'S AND EACH
91
LENDER'S RESPECTIVE OFFICERS.
NEITHER THIS AGREEMENT NOR ANY PORTION OR
PROVISIONS HEREOF MAY BE CHANGED, MODIFIED, AMENDED, WAIVED, SUPPLEMENTED,
DISCHARGED, CANCELLED OR TERMINATED ORALLY OR BY ANY COURSE OF DEALING, OR IN
ANY MANNER OTHER THAN BY AN AGREEMENT IN WRITING, SIGNED BY THE PARTY TO BE
CHARGED.
EACH BORROWER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL IN
CONNECTION WITH THE EXECUTION OF THIS AGREEMENT AND OTHER DOCUMENTS AND IS NOT
RELYING UPON ORAL REPRESENTATIONS OR STATEMENTS INCONSISTENT WITH THE TERMS AND
PROVISIONS OF THIS AGREEMENT.
(B)
THE REQUIRED LENDERS, AGENT WITH THE CONSENT
IN WRITING OF THE REQUIRED LENDERS, AND BORROWERS MAY, SUBJECT TO THE PROVISIONS
OF THIS SECTION 16.2 (B), FROM TIME TO TIME ENTER INTO WRITTEN SUPPLEMENTAL
AGREEMENTS TO THIS AGREEMENT OR THE OTHER DOCUMENTS EXECUTED BY BORROWERS, FOR
THE PURPOSE OF ADDING OR DELETING ANY PROVISIONS OR OTHERWISE CHANGING, VARYING
OR WAIVING IN ANY MANNER THE RIGHTS OF LENDERS, AGENT OR BORROWERS THEREUNDER OR
THE CONDITIONS, PROVISIONS OR TERMS THEREOF OR WAIVING ANY EVENT OF DEFAULT
THEREUNDER, BUT ONLY TO THE EXTENT SPECIFIED IN SUCH WRITTEN AGREEMENTS;
PROVIDED, HOWEVER, THAT NO SUCH SUPPLEMENTAL AGREEMENT SHALL, WITHOUT THE
CONSENT OF ALL LENDERS:
(I)
INCREASE THE COMMITMENT PERCENTAGE, THE
MAXIMUM DOLLAR COMMITMENT OF ANY LENDER OR THE MAXIMUM REVOLVING ADVANCE AMOUNT;