Common use of WAIVER OF JURISDICTION Clause in Contracts

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS TO EXTEND CREDIT TO BORROWERS, BORROWERS AND THE SECURED CREDITORS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORS, AND THEIR SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. EACH SECURED CREDITOR AND EACH BORROWER CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS TO EXTEND CREDIT TO BORROWERSPURCHASE NOTES FROM PLEDGOR, BORROWERS PLEDGOR AND THE SECURED CREDITORS COLLATERAL AGENT AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORS, AND THEIR SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE PLEDGED COLLATERAL AND INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATINEW YORK, OHIONEW YORK. SECURED CREDITORS AND PLEDGOR EACH SECURED CREDITOR AND EACH BORROWER CONSENT CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF NONEXCLUSIVE JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATIOF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, OHIO AND ANY APPELLATE COURT FROM ANY THEREOF HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS ISSUER AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT INDENTURE OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIONEW YORK. EACH BORROWER PLEDGOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANK TO ACCEPT THIS GUARANTY AND TO HAVE EXTENDED AND TO CONTINUE TO EXTEND CREDIT TO BORROWERSBORROWER, BORROWERS GUARANTOR AND THE SECURED CREDITORS BANK AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENTGUARANTY, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANK, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALGUARANTEED OBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BANK AND GUARANTOR EACH SECURED CREDITOR AND EACH BORROWER CONSENT CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS GUARANTOR AND THE SECURED CREDITORS BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT THIS GUARANTY OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF CINCINNATI, OHIO. EACH BORROWER GUARANTOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR AGENT, LC ISSUER AND THE SECURED CREDITORS LENDERS TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERSBORROWER, BORROWERS BORROWER, AGENT, LC ISSUER AND THE SECURED CREDITORS LENDERS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENTAGREEMENT AND THE OTHER LOAN DOCUMENTS, ITS THEIR VALIDITY OR PERFORMANCE PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSAGENT, LC ISSUER AND LENDERS, THEIR SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BORROWER, AGENT, LC ISSUER AND THE LENDERS EACH SECURED CREDITOR AND EACH BORROWER CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS BORROWER, AGENT, LC ISSUER, AND THE SECURED CREDITORS LENDERS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT SECTION 15.7 OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES BORROWER, AGENT, LC ISSUER AND THE LENDERS WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS TO EXTEND CREDIT TO BORROWERS, BORROWERS PLEDGOR AND THE SECURED CREDITORS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORS, CREDITORS AND THEIR SUCCESSORS AND ASSIGNS, ASSIGNS TO EXERCISE ALL RIGHTS AS TO THE PLEDGED COLLATERAL AND INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. EACH SECURED CREDITOR AND EACH BORROWER PLEDGOR CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVE PERSONAL SERVICE OF ANY AND EACH CONSENTS ALL PROCESS UPON IT, AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS PLEDGOR AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES AS SET FORTH IN THE CREDIT AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER PLEDGOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANK TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERSBORROWER, BORROWERS BORROWER AND THE SECURED CREDITORS BANK AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANK, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BANK AND BORROWER EACH SECURED CREDITOR AND EACH BORROWER CONSENT CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS BORROWER AND THE SECURED CREDITORS BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT SECTION 15.9 OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF CINCINNATI, OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE COLLATERAL AGENT TO ENTER INTO THIS AGREEMENT AND FOR SECURED CREDITORS TO EXTEND CREDIT TO BORROWERSPURCHASE THE NOTES FROM ISSUER, BORROWERS ISSUER AND THE SECURED CREDITORS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORS, CREDITORS AND THEIR SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER ISSUER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWERISSUER, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATINEW YORK, OHIONEW YORK. EACH SECURED CREDITOR AND EACH BORROWER CONSENT ISSUER CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF NONEXCLUSIVE JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATIOF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, OHIO AND ANY APPELLATE COURT FROM ANY THEREOF HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS ISSUER AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT INDENTURE OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIONEW YORK. EACH BORROWER ISSUER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANK TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS EACH BORROWER AND THE SECURED CREDITORS BANK AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANK, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ BANK’S RIGHTS AGAINST ANY BORROWER BORROWERS WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWERBORROWERS, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL SHALL, AT BANK’S SOLE OPTION, BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. EACH SECURED CREDITOR BANK AND EACH BORROWER EACH CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AND THE SECURED CREDITORS BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT LOAN AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANK TO ACCEPT THIS GUARANTY AND TO HAVE EXTENDED AND TO CONTINUE TO EXTEND CREDIT TO BORROWERS, BORROWERS GUARANTOR AND THE SECURED CREDITORS BANK AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENTGUARANTY, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANK, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALGUARANTEED OBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BANK AND GUARANTOR EACH SECURED CREDITOR AND EACH BORROWER CONSENT CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS GUARANTOR AND THE SECURED CREDITORS BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT THIS GUARANTY OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF CINCINNATI, OHIO. EACH BORROWER GUARANTOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANK TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS AND THE SECURED CREDITORS AGREE BORROWER AGREES THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AT THE SOLE OPTION OF BANK, ITS SUCCESSORS AND ASSIGNS, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANK, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE COLLATERAL AND OTHER SECURITY FOR THE OBLIGATIONS OR INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATICLEVELAND, OHIO. BANK AND BORROWER EACH SECURED CREDITOR AND EACH BORROWER CONSENT CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATICLEVELAND, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND EACH ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS BORROWER AND THE SECURED CREDITORS BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT SECTION 15.9 BELOW OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE EQUITable RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR AGENT, LC ISSUER AND THE SECURED CREDITORS LENDERS TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS EACH BORROWER, AGENT, LC ISSUER AND THE SECURED CREDITORS LENDERS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENTAGREEMENT AND THE OTHER LOAN DOCUMENTS, ITS THEIR VALIDITY OR PERFORMANCE PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSAGENT, LC ISSUER AND LENDERS, THEIR SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATIMINNEAPOLIS, OHIOMINNESOTA. EACH SECURED CREDITOR BORROWER, AGENT, LC ISSUER AND THE LENDERS EACH BORROWER CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATIMINNEAPOLIS, OHIO MINNESOTA HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS BORROWING AGENT, AGENT, LC ISSUER, AND THE SECURED CREDITORS LENDERS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT SECTION 15.7 OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIOMINNESOTA. EACH BORROWER WAIVES BORROWER, AGENT, LC ISSUER AND THE LENDERS WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR AGENT, LC ISSUER AND THE SECURED CREDITORS LENDERS TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERSBORROWER, BORROWERS PARENT GUARANTOR (ON BEHALF OF ITSELF AND THE SECURED CREDITORS ALL OTHER CREDIT PARTIES), AGENT, LC ISSUER AND EACH LENDER AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENTAGREEMENT AND THE OTHER LOAN DOCUMENTS, ITS THEIR VALIDITY OR PERFORMANCE PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSAGENT, LC ISSUER AND LENDERS, THEIR SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATISAN FRANCISCO, OHIOCALIFORNIA. EACH SECURED CREDITOR BORROWER, PARENT GUARANTOR (ON BEHALF OF ITSELF AND ALL OTHER CREDIT PARTIES), AGENT, LC ISSUER AND EACH BORROWER LENDER EACH CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATISAN FRANCISCO, OHIO CALIFORNIA HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS BORROWER, PARENT GUARANTOR (ON BEHALF OF ITSELF AND THE SECURED CREDITORS ALL OTHER CREDIT PARTIES), AGENT, LC ISSUER, AND LENDERS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT SECTION 15.7 OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIOCALIFORNIA. BORROWER, PARENT GUARANTOR (ON BEHALF OF ITSELF AND ALL OTHER CREDIT PARTIES), AGENT, LC ISSUER AND EACH BORROWER WAIVES LENDER WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANK TO ENTER INTO THIS AGREEMENT AND EXTENDING OR CONTINUING TO EXTEND CREDIT TO BORROWERSBORROWER, BORROWERS DEBTOR AND THE SECURED CREDITORS BANK AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANK, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ BANK’S RIGHTS AGAINST ANY BORROWER DEBTOR WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWERDEBTOR, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATIMINNEAPOLIS, OHIOMINNESOTA. BANK AND DEBTOR EACH SECURED CREDITOR AND EACH BORROWER CONSENT CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATIMINNEAPOLIS, OHIO MINNESOTA HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS DEBTOR AND THE SECURED CREDITORS BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT GUARANTY OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIOMINNESOTA. EACH BORROWER DEBTOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS AGENT AND LENDERS TO ENTER INTO THIS AGREEMENT AND FOR LENDERS TO EXTEND CREDIT TO BORROWERS, BORROWERS AND THE SECURED CREDITORS AGREE EACH BORROWER AGREES THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AT THE SOLE OPTION OF REQUIRED LENDERS, THEIR SUCCESSORS AND ASSIGNS, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORS, AND AGENT OR LENDERS OR THEIR SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL OR INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. AGENT, LENDERS AND BORROWERS EACH SECURED CREDITOR AND EACH BORROWER CONSENT CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO AGENT, LENDERS AND BORROWERS AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT SECTION 16.8 OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANK TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS AND THE SECURED CREDITORS AGREE EACH BORROWER AGREES THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AT THE SOLE OPTION OF BANK, ITS SUCCESSORS AND ASSIGNS, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANK, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE COLLATERAL OR INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. EACH SECURED CREDITOR BANK AND EACH BORROWER CONSENT EACH CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AND THE SECURED CREDITORS BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.RESPECTIVE

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS TO EXTEND CREDIT TO BORROWERSPURCHASE NOTES FROM PLEDGOR, BORROWERS PLEDGOR AND THE SECURED CREDITORS COLLATERAL AGENT AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORS, AND THEIR SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE PLEDGED COLLATERAL AND INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATINEW YORK, OHIONEW YORK. SECURED CREDITORS AND PLEDGOR EACH SECURED CREDITOR AND EACH BORROWER CONSENT CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF NONEXCLUSIVE JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATIOF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, OHIO AND ANY XXXXXXXXX XXXXX FROM ANY THEREOF HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS ISSUER AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT INDENTURE OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIONEW YORK. EACH BORROWER PLEDGOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANK TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS AND THE SECURED CREDITORS BANK AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANK, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BANK AND BORROWERS EACH SECURED CREDITOR AND EACH BORROWER CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AND THE SECURED CREDITORS BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT SECTION 15.9 OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS SUBJECT TO THE LAST SENTENCE OF THIS SECTION 13(b), EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR MINNESOTA STATE COURT SITTING IN MINNEAPOLIS, MINNESOTA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH MINNESOTA STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A SPECIFICALLY BARGAINED INDUCEMENT FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 13(b). EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.1 OF THE SECURED CREDITORS LOAN AGREEMENT. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO EXTEND CREDIT THIS AGREEMENT TO BORROWERSSERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, BORROWERS AND TO THE SECURED CREDITORS AGREE THAT ANY ACTIONFULLEST EXTENT PERMITTED BY LAW, SUIT THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN RESPECT OF ANY SUCH COURT. NOTHING IN THIS AGREEMENT OR ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING AGAINST PLEDGOR OR ITS VALIDITY OR PERFORMANCE AND WITHOUT LIMITATION ON PROPERTIES IN THE ABILITY OF THE SECURED CREDITORS, AND THEIR SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY COURTS OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. EACH SECURED CREDITOR AND EACH BORROWER CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTOTHER JURISDICTION.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANK TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS AND THE SECURED CREDITORS AGREE EACH BORROWER AGREES THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AT THE SOLE OPTION OF BANK, ITS SUCCESSORS AND ASSIGNS, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANK, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE COLLATERAL, THE PREMISES AND OTHER SECURITY FOR THE OBLIGATIONS OR INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATICLEVELAND, OHIO. EACH SECURED CREDITOR BANK AND EACH BORROWER CONSENT EACH CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATICLEVELAND, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND EACH ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS THE APPLICABLE BORROWER AND THE SECURED CREDITORS BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT SECTION 15.9 BELOW OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTCOURT .

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH GUARANTOR HEREBY CONSENTS TO THE SECURED CREDITORS JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF DENVER, STATE OF COLORADO AND IRREVOCABLY AGREES THAT, SUBJECT TO EXTEND CREDIT TO BORROWERSTHE LENDER'S ELECTION, BORROWERS AND THE SECURED CREDITORS AGREE THAT ANY ACTION, SUIT ALL ACTIONS OR PROCEEDING IN RESPECT OF OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENTGUARANTEE OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, ITS VALIDITY OR PERFORMANCE GENERALLY AND WITHOUT LIMITATION ON UNCONDITIONALLY, THE ABILITY NONEXCLUSIVE JURISDICTION OF THE SECURED CREDITORS, AFORESAID COURTS AND THEIR SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. EACH SECURED CREDITOR AND EACH BORROWER CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY OBJECTION JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTEE, THE NOTE, OR ANY OTHER FINANCING DOCUMENT. EACH GUARANTOR DESIGNATES AND APPOINTS CT CORPORATION SYSTEM AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY SUCH GUARANTOR WHICH IRREVOCABLY AGREE IN WRITING TO VENUE SO SERVE AS ITS AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY SUCH GUARANTOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE PROCESS SO SERVED SHALL BE MAILED BY THE COURTLENDERS BY REGISTERED MAIL TO SUCH GUARANTOR AT ITS ADDRESS PROVIDED IN SECTION 11 AND SHALL BE DEEMED TO HAVE BEEN RECEIVED BY SUCH GUARANTOR FIVE (5) DAYS AFTER BEING SO MAILED. IF ANY AGENT APPOINTED BY A GUARANTOR REFUSES TO ACCEPT SERVICE, SUCH GUARANTOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING IN THIS GUARANTEE SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDERS TO BRING PROCEEDINGS AGAINST THE GUARANTORS IN THE COURTS OF ANY OTHER JURISDICTION.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANK TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS AND THE SECURED CREDITORS AGREE GUARANTOR AGREES THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AT THE SOLE OPTION OF BANK, ITS SUCCESSORS AND ASSIGNS, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANK, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE COLLATERAL OR INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALGUARANTEED OBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BANK AND GUARANTOR EACH SECURED CREDITOR AND EACH BORROWER CONSENT CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS GUARANTOR AND THE SECURED CREDITORS BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN SECTION 6.10 OF THE CREDIT AGREEMENT GUARANTY OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER GUARANTOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS TO EXTEND CREDIT TO BORROWERS, BORROWERS GUARANTORS AND THE SECURED CREDITORS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORS, AND THEIR SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE SECURED OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER GUARANTOR WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWERGUARANTOR, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. EACH SECURED CREDITOR AND EACH BORROWER GUARANTOR CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS GUARANTORS, C/O BORROWERS, AT BORROWERS’ ADDRESS SET FORTH IN THE CREDIT AGREEMENT AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES ADDRESS SET FORTH IN THE CREDIT AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER GUARANTOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR XXXXXX AND THE SECURED CREDITORS LENDERS TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS EACH BORROWER, XXXXXX AND THE SECURED CREDITORS LENDERS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENTAGREEMENT AND THE OTHER LOAN DOCUMENTS, ITS THEIR VALIDITY OR PERFORMANCE PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF XXXXXX AND THE SECURED CREDITORSLENDERS, AND THEIR SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERALOBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATIMINNEAPOLIS, OHIOMINNESOTA. EACH SECURED CREDITOR BORROWER, XXXXXX AND THE LENDERS EACH BORROWER CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATIMINNEAPOLIS, OHIO MINNESOTA HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS BORROWING AGENT, XXXXXX AND THE SECURED CREDITORS LENDERS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT SECTION 15.7 OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIOMINNESOTA. EACH BORROWER WAIVES BORROWER, XXXXXX AND THE LENDERS WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH GUARANTOR HEREBY CONSENTS TO THE SECURED CREDITORS JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF DENVER, STATE OF COLORADO AND IRREVOCABLY AGREES THAT, SUBJECT TO EXTEND CREDIT TO BORROWERSTHE LENDER'S ELECTION, BORROWERS AND THE SECURED CREDITORS AGREE THAT ANY ACTION, SUIT ALL ACTIONS OR PROCEEDING IN RESPECT OF OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENTGUARANTEE OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, ITS VALIDITY OR PERFORMANCE GENERALLY AND WITHOUT LIMITATION ON UNCONDITIONALLY, THE ABILITY NONEXCLUSIVE JURISDICTION OF THE SECURED CREDITORS, AFORESAID COURTS AND THEIR SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. EACH SECURED CREDITOR AND EACH BORROWER CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY OBJECTION JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTEE, THE NOTE, OR ANY OTHER FINANCING DOCUMENT. EACH GUARANTOR DESIGNATES AND APPOINTS CT CORPORATION SYSTEM AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY SUCH GUARANTOR WHICH IRREVOCABLY AGREE IN WRITING TO VENUE SO SERVE AS ITS AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY SUCH GUARANTOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE PROCESS SO SERVED SHALL BE MAILED BY THE COURTLENDERS BY REGISTERED MAIL TO SUCH GUARANTOR AT ITS ADDRESS PROVIDED IN ss.11 AND SHALL BE DEEMED TO HAVE BEEN RECEIVED BY SUCH GUARANTOR FIVE (5) DAYS AFTER BEING SO MAILED. IF ANY AGENT APPOINTED BY A GUARANTOR REFUSES TO ACCEPT SERVICE, SUCH GUARANTOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING IN THIS GUARANTEE SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDERS TO BRING PROCEEDINGS AGAINST THE GUARANTORS IN THE COURTS OF ANY OTHER JURISDICTION.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANK TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERSBORROWER, BORROWERS BORROWER AND THE SECURED CREDITORS BANK AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANK, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ BANK’S RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATIMINNEAPOLIS, OHIOMINNESOTA. BANK AND BORROWER EACH SECURED CREDITOR AND EACH BORROWER CONSENT CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATIMINNEAPOLIS, OHIO MINNESOTA HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS BORROWER AND THE SECURED CREDITORS BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT FINANCING AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIOMINNESOTA. EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS SUBJECT TO THE LAST SENTENCE OF THIS SECTION 13(b), EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A SPECIFICALLY BARGAINED INDUCEMENT FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 13(b). EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.1 OF THE SECURED CREDITORS LOAN AGREEMENT. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO EXTEND CREDIT THIS AGREEMENT TO BORROWERSSERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, BORROWERS AND TO THE SECURED CREDITORS AGREE THAT ANY ACTIONFULLEST EXTENT PERMITTED BY LAW, SUIT THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN RESPECT OF ANY SUCH COURT. NOTHING IN THIS AGREEMENT OR ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING AGAINST PLEDGOR OR ITS VALIDITY OR PERFORMANCE AND WITHOUT LIMITATION ON PROPERTIES IN THE ABILITY OF THE SECURED CREDITORS, AND THEIR SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY COURTS OF ANY BORROWER, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. EACH SECURED CREDITOR AND EACH BORROWER CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTOTHER JURISDICTION.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS AGENT TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERSBORROWER, BORROWERS EACH GRANTOR AND THE SECURED CREDITORS AGENT AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSAGENT, AND THEIR ITS SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ AGENT’S RIGHTS AGAINST ANY BORROWER GRANTOR WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWERGRANTOR, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATILOS ANGELES, OHIOCALIFORNIA. EACH SECURED CREDITOR AGENT AND EACH BORROWER CONSENT GRANTOR CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATILOS ANGELES, OHIO CALIFORNIA HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AND THE SECURED CREDITORS ANY GRANTOR OR AGENT AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT FINANCING AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIOCALIFORNIA. EACH BORROWER GRANTOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE SECURED CREDITORS BANKS TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO THE BORROWERS, THE BORROWERS AND THE SECURED CREDITORS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE PERFORMANCE, AT THE SOLE OPTION OF THE BANKS, THEIR SUCCESSORS AND ASSIGNS, AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORSBANKS, AND THEIR SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL, AND OTHER SECURITY FOR THE OBLIGATIONS OR INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWEROBLIGATIONS, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL MAY BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. THE BANKS AND THE BORROWERS EACH SECURED CREDITOR AND EACH BORROWER CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, IN THE STATE OF OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO . THE BORROWERS AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER WAIVES WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE COLLATERAL AGENT TO ENTER INTO THIS AGREEMENT AND FOR SECURED CREDITORS TO EXTEND CREDIT TO BORROWERSPURCHASE THE NOTES FROM ISSUER, BORROWERS GUARANTOR AND THE SECURED CREDITORS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE AND WITHOUT LIMITATION ON THE ABILITY OF THE SECURED CREDITORS, CREDITORS AND THEIR SUCCESSORS AND ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF THE SECURED CREDITORS’ RIGHTS AGAINST ANY BORROWER GUARANTOR WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY BORROWERGUARANTOR, INCLUDING DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATINEW YORK, OHIONEW YORK. EACH SECURED CREDITOR AND EACH BORROWER CONSENT GUARANTOR CONSENTS TO AND SUBMIT SUBMITS TO THE EXERCISE OF NONEXCLUSIVE JURISDICTION OVER THEIR RESPECTIVE PERSONS ITS PERSON BY ANY COURT SITUATED AT CINCINNATIOF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, OHIO AND ANY APPELLATE COURT FROM ANY THEREOF HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS GUARANTOR AND THE SECURED CREDITORS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE CREDIT AGREEMENT INDENTURE OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIONEW YORK. EACH BORROWER GUARANTOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.