Common use of JURISDICTION; WAIVER Clause in Contracts

JURISDICTION; WAIVER. EACH PARTY HEREBY ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK IS NOT CONVENIENT. EACH PARTY HEREBY WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORK. EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY COMPANY ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE PURCHASER IN PARTIAL CONSIDERATION OF SUCH OTHER PARTYTHE PURCHASER’S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY COMPANY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK NEVADA AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK NEVADA FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK NEVADA IS NOT CONVENIENT. EACH PARTY HEREBY COMPANY WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY THE PURCHASER IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKNEVADA. THE PURCHASER AND COMPANY HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANSECURITIES, THE TRANSACTION DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE TRANSACTION DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY ACKNOWLEDGES THE PURCHASER AND COMPANY ACKNOWLEDGE THAT THIS AGREEMENT IS BEING SIGNED BY EACH THE OTHER PARTY IN PARTIAL CONSIDERATION OF SUCH THE OTHER PARTY’S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK NEVADA AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK NEVADA FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK NEVADA IS NOT CONVENIENT. EACH PARTY HEREBY WAIVES ANY RIGHTS RIGHT TO COMMENCE ANY ACTION AGAINST ANY THE OTHER PARTY IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKNEVADA. THE PURCHASER AND COMPANY HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANSECURITIES, THE TRANSACTION DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE TRANSACTION DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY BORROWER ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE LENDER IN PARTIAL CONSIDERATION OF SUCH OTHER PARTYTHE LENDER’S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY BORROWER IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK IS NOT CONVENIENT. EACH PARTY HEREBY BORROWER WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY THE LENDER IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORK. THE LENDER AND BORROWER HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY ACKNOWLEDGES CAMBER AND COMPANY ACKNOWLEDGE THAT THIS AGREEMENT IS BEING SIGNED BY EACH THE OTHER PARTY IN PARTIAL CONSIDERATION OF SUCH THE OTHER PARTY’S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK NEVADA AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK NEVADA FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK NEVADA IS NOT CONVENIENT. EACH PARTY HEREBY WAIVES ANY RIGHTS RIGHT TO COMMENCE ANY ACTION AGAINST ANY THE OTHER PARTY IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKNEVADA. CAMBER AND COMPANY HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANSECURITIES, THE TRANSACTION DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE TRANSACTION DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY COMPANY ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE PURCHASERS IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S THE PURCHASERS’ RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY COMPANY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK IS NOT CONVENIENT. EACH PARTY HEREBY COMPANY WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY THE PURCHASERS IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORK. THE PURCHASERS AND COMPANY HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY THE COMPANY ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE PURCHASERS IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S THE PURCHASERS’ RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY THE COMPANY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK IS NOT CONVENIENT. EACH PARTY HEREBY COMPANY WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY THE PURCHASERS IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORK. THE PURCHASERS AND COMPANY HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE TRANSACTION DOCUMENTS. EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORKTHE BOROUGH OF MANHATTAN, NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORKTHE BOROUGH OF MANHATTAN, NEW YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORKTHE BOROUGH OF MANHATTAN, NEW YORK IS NOT CONVENIENT. EACH PARTY HEREBY WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORK. EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE TRANSACTION DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE TRANSACTION DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY THE COMPANY ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE PURCHASERS IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S THE PURCHASERS’ RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE TRANSACTION DOCUMENTS. EACH PARTY THE COMPANY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK IS NOT CONVENIENT. EACH PARTY HEREBY THE COMPANY WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY THE PURCHASERS IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORK. THE PURCHASERS AND THE COMPANY HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE TRANSACTION DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE TRANSACTION DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY BORROWER ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE LENDER IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S LENDER'S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY BORROWER CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK THE STATE OF ILLINOIS AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK THE COUNTY OF XXXX FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK SAID COUNTY IS NOT CONVENIENT. EACH PARTY HEREBY BORROWER WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY LENDER IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKTHE AFORESAID COUNTY AND STATE. LENDER AND EACH PARTY BORROWER HEREBY EACH EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST Confidential Treatment Requested. Confidential portions of this document have been redacted and filed separately with the Commission. ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANLOANS, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY BORROWER ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE LENDER IN PARTIAL CONSIDERATION OF SUCH OTHER PARTYTHE LENDER’S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY BORROWER CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK IS NOT CONVENIENT. EACH PARTY HEREBY BORROWER WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY THE LENDER IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORK. THE LENDER AND BORROWER HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY BORROWER ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE LENDER IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S LENDER'S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY BORROWER CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK THE STATE OF ILLINOIS AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK THE COUNTY OF CXXX FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK SAID COUNTY IS NOT CONVENIENT. EACH PARTY HEREBY BORROWER WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY LENDER IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKTHE AFORESAID COUNTY AND STATE. LENDER AND EACH PARTY BORROWER HEREBY EACH EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANLOANS, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS ON NEXT PAGE.] *** (REDACTED)– Confidential Treatment Requested

JURISDICTION; WAIVER. EACH PARTY HEREBY BORROWER ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE LENDERS IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S THE LENDERS’ RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY BORROWER CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, THE STATE OF NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN THE COUNTY OF NEW YORK, NEW YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK SAID COUNTY IS NOT CONVENIENT. EACH PARTY HEREBY BORROWER WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY THE LENDERS IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKTHE AFORESAID COUNTY AND STATE. THE LENDERS AND BORROWER HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY DEBTOR ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE AGENT IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S AGENT'S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY DEBTOR CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK THE STATE OF ILLINOIS AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK THE COUNTY OF COOK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID SAXX JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK SAID COUNTY IS NOT CONVENIENT. EACH PARTY HEREBY DEBTOR WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY AGENT IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKTHE AFORESAID COUNTY AND STATE. AGENT AND DEBTOR HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANLOANS, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY BORROWER ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE LENDER IN PARTIAL CONSIDERATION OF SUCH OTHER PARTYLENDER’S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY BORROWER CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK THE STATE OF ILLINOIS AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK THE COUNTY OF XXXX FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK SAID COUNTY IS NOT CONVENIENT. EACH PARTY HEREBY BORROWER WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY LENDER IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKTHE AFORESAID COUNTY AND STATE. LENDER AND BORROWER HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANLOANS, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS. ***[REDACTED]-Confidential treatment requested*** [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS ON NEXT PAGE.] ***[REDACTED]-Confidential treatment requested*** IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered at Xxxx County, Illinois as of the date first above written. ***[REDACTED]-Confidential treatment requested*** TRANSAMERICA COMMERCIAL FINANCE CORPORATION –ZONES, INC. LOAN AND SECURITY AGREEMENT EXHIBIT LIST Exhibit No. Collateral Locations 1.1-3 Designated Vendors 1.1-4 IBMCC Credit Financing 1.1-5 Permitted Indebtedness 1.1-6 Tax Dispute 1.1-7 Permitted Liens 1.1-8 Litigation/Contingent Liabilities 4.1(G) Burdensome Obligations 4.1(I)

JURISDICTION; WAIVER. EACH PARTY HEREBY BORROWER ACKNOWLEDGES THAT THIS LOAN AGREEMENT IS BEING SIGNED ACCEPTED BY EACH OTHER PARTY ADMINISTRATIVE AGENT AND LENDERS IN PARTIAL CONSIDERATION OF SUCH OTHER PARTYADMINISTRATIVE 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 JURISDICTION STATED BELOW THE TERMS AND PROVISION STATE OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK ILLINOIS AND VENUE IN ANY STATE OR FEDERAL OR STATE COURT IN NEW YORK, NEW YORK THE COUNTY OF XXXX FOR SUCH PURPOSES PURPOSES, AND BORROWER WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND THE CONVENIENCE OF ANY OBJECTION THAT NEW YORKSUCH FORUM, NEW YORK IS NOT CONVENIENTAND ANY AND ALL RIGHTS TO REMOVE SUCH ACTION FROM STATE TO FEDERAL COURT. EACH PARTY HEREBY BORROWER FURTHER WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY LENDER IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKIN THE COUNTY OF XXXX AND STATE OF ILLINOIS. EACH PARTY HEREBY EXPRESSLY WAIVES 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 AND ALL RIGHTS LENDER TO A TRIAL BY JURY SERVE LEGAL PROCESS IN ANY ACTION, OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ITS PROPERTY IN THE COURTS OF ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTSJURISDICTION.

JURISDICTION; WAIVER. EACH PARTY HEREBY THE COMPANY ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE PURCHASER IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S THE PURCHASERS’ RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY THE COMPANY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK IS NOT CONVENIENT. EACH PARTY HEREBY THE COMPANY WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY THE PURCHASER IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORK. THE PURCHASER AND THE COMPANY HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTSHolders and Beneficial Owners understand, and holding any ADSs or an interest therein, such Holders and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated thereby or hereby or by virtue of ownership thereof, may only be instituted in a state or federal court in New York, New York, and by holding an ADR, ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of Section 15 of the Deposit Agreement and this Paragraph (18) shall each survive such Holders' and Beneficial Owners' ownership of ADRs, ADSs and/or interests therein. EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE DEPOSIT AGREEMENT INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND SOLE JURISDICTION BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN NEW YORKADRs) HEREBY IRREVOCABLY WAIVES, NEW YORK AND VENUE IN TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK IS NOT CONVENIENT. EACH PARTY HEREBY WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORK. EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTIONSUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED WITH RELATING TO THE LOANSHARES OR OTHER DEPOSITED SECURITIES, THE DOCUMENTS AND/ADSs OR THE TRANSACTIONS WHICH ARE ADRs, THE SUBJECT DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN THE DEPOSIT AGREEMENT, ADRs, OR ADSs, OR THE BREACH OF THE DOCUMENTSTERMS OF THE SHARES, OTHER DEPOSITED SECURITIES, DEPOSIT AGREEMENT, ADSs OR ADRs (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).

JURISDICTION; WAIVER. EACH PARTY HEREBY BORROWER ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE LENDER IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S LENDER'S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY BORROWER CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK THE STATE OF ILLINOIS AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK THE COUNTY OF XXXX FOR SUCH PURPOSES AND WAIVES THEY WAIVE ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK IS NOT CONVENIENTVENUE. EACH PARTY HEREBY BORROWER WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY LENDER IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKTHE AFORESAID COUNTY AND STATE. LENDER AND BORROWER HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANLOANS, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.

JURISDICTION; WAIVER. EACH PARTY HEREBY BORROWER ACKNOWLEDGES THAT THIS LOAN AGREEMENT IS BEING SIGNED ACCEPTED BY EACH OTHER PARTY ADMINISTRATIVE AGENT AND LENDERS IN PARTIAL CONSIDERATION OF SUCH OTHER PARTYADMINISTRATIVE AGENT’S AND EACH LENDER’S RIGHT AND OPTION, IN ITS SOLE DISCRETION, TO ENFORCE THE LOAN DOCUMENTS IN EITHER THE STATE OF ILLINOIS OR IN ANY OTHER JURISDICTION WHERE BORROWER OR ANY COLLATERAL MAY BE LOCATED. BORROWER IRREVOCABLY SUBMITS ITSELF TO JURISDICTION IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION STATE OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK ILLINOIS AND VENUE IN ANY STATE OR FEDERAL OR STATE COURT IN NEW YORK, NEW YORK THE COUNTY OF XXXX FOR SUCH PURPOSES PURPOSES, AND BORROWER WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND THE CONVENIENCE OF ANY OBJECTION THAT NEW YORKSUCH FORUM, NEW YORK IS NOT CONVENIENTAND ANY AND ALL RIGHTS TO REMOVE SUCH ACTION FROM STATE TO FEDERAL COURT. EACH PARTY HEREBY BORROWER FURTHER WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ADMINISTRATIVE AGENT OR ANY OTHER PARTY LENDER IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKIN THE COUNTY OF XXXX AND STATE OF ILLINOIS. EACH PARTY HEREBY EXPRESSLY WAIVES 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 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 AND ALL RIGHTS LENDER TO A TRIAL BY JURY SERVE LEGAL PROCESS IN ANY ACTION, OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ITS PROPERTY IN THE COURTS OF ANY OTHER PARTY WITH RESPECT JURISDICTION. BORROWER WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY MATTER WHATSOEVER RELATING TOBOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, ARISING OUT BUT FOR THIS WAIVER, BE REQUIRED OF ADMINISTRATIVE AGENT OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTSLENDER.

JURISDICTION; WAIVER. EACH PARTY HEREBY CUSTOMER ACKNOWLEDGES THAT THIS LOAN AGREEMENT IS BEING SIGNED ACCEPTED BY EACH OTHER PARTY MLC IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S MLC'S RIGHT AND OPTION, IN ITS 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. CUSTOMER IRREVOCABLY SUBMITS ITSELF TO JURISDICTION IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION STATE OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK ILLINOIS AND VENUE IN ANY STATE OR FEDERAL OR STATE COURT IN NEW YORK, NEW YORK THE COUNTY OF XXXX FOR SUCH PURPOSES PURPOSES, AND CUSTOMER WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND THE CONVENIENCE OF ANY OBJECTION THAT NEW YORKSUCH FORUM, NEW YORK IS NOT CONVENIENTAND ANY AND ALL RIGHTS TO REMOVE SUCH ACTION FROM STATE TO FEDERAL COURT. EACH PARTY HEREBY CUSTOMER FURTHER WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY MLC IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKIN THE COUNTY OF XXXX AND STATE OF ILLINOIS. EACH PARTY HEREBY EXPRESSLY WAIVES ANY CUSTOMER 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 CUSTOMER IN THIS LOAN AGREEMENT AND ALL RIGHTS THAT SERVICE SO MADE SHALL BE DEEMED TO A TRIAL BY JURY BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN POSTED TO CUSTOMER OR CUSTOMER'S AGENT. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF MLC TO SERVE LEGAL PROCESS IN ANY ACTION, OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF MLC TO BRING ANY ACTION OR PROCEEDING AGAINST CUSTOMER OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ITS PROPERTY IN THE COURTS OF ANY OTHER PARTY WITH RESPECT JURISDICTION. CUSTOMER WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY MATTER WHATSOEVER RELATING TOBOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, ARISING OUT BUT FOR THIS WAIVER, BE REQUIRED OF OR IN MLC. CUSTOMER FURTHER WAIVES THE RIGHT TO BRING ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTSNON-COMPULSORY COUNTERCLAIMS.

JURISDICTION; WAIVER. EACH PARTY HEREBY ACKNOWLEDGES DEBTORS ACKNOWLEDGE THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE LENDER IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S LENDER'S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTSAGREEMENT. EACH PARTY IRREVOCABLY CONSENTS DEBTORS CONSENT TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, THE STATE OF NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, YORK NEW YORK FOR SUCH PURPOSES AND WAIVES WAIVE ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK SAID COUNTY IS NOT CONVENIENT. EACH PARTY HEREBY WAIVES DEBTORS WAIVE ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY LENDER IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORKTHE AFORESAID CITY AND STATE. LENDER AND DEBTORS HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS THIS AGREEMENT AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THIS AGREEMENT. [THE DOCUMENTS.BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK;

JURISDICTION; WAIVER. EACH PARTY HEREBY THE COMPANY ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY EACH OTHER PARTY THE PURCHASERS IN PARTIAL CONSIDERATION OF SUCH OTHER PARTY’S THE PURCHASERS' RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. EACH PARTY THE COMPANY IRREVOCABLY CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW YORK IS NOT CONVENIENT. EACH PARTY HEREBY THE COMPANY WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST ANY OTHER PARTY THE PURCHASERS IN ANY JURISDICTION EXCEPT NEW YORK, NEW YORK. THE PURCHASERS AND THE COMPANY HEREBY EACH PARTY HEREBY EXPRESSLY WAIVES WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.