reasonable attorneys' fees and all other
reasonable collection charges and expenses incurred or sustained by the Holder
in connection with the enforcement of this Note, any participation agreement
related to this Note, the other Loan Documents and such other documents which
may be delivered in connection with this Note or the other Loan Documents.
6.2
Waivers. The Borrower hereby unconditionally and irrevocably waives notice
of acceptance, presentment, notice of nonpayment, protest, notice of protest,
suit and all other conditions precedent in connection with the delivery,
acceptance, collection and/or enforcement of this Note or any collateral or
security therefor or any guarantees hereof.
6.3
CHOICE OF LAW. THIS NOTE SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND, IN THE CASE OF
PROVISIONS RELATING TO INTEREST RATES, ANY APPLICABLE LAWS OF THE UNITED STATES
OF AMERICA.
6.4
Submission to Jurisdiction; Waiver of Jury Trial.
(a)
THE BORROWER BY ITS EXECUTION HEREOF (A) HEREBY IRREVOCABLY SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE STATE OF DELAWARE AND TO
THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL COURTS SITTING IN THE STATE OF
DELAWARE FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF
OR BASED UPON THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE SUBJECT MATTER HEREOF
OR THEREOF, AND (B) HEREBY WAIVES, TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN
ANY SUCH PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE
JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE
FROM ATTACHMENT OR EXECUTION, THAT ANY SUCH PROCEEDING BROUGHT IN ONE OF THE
ABOVE-NAMED COURTS IS IMPROPER, OR THAT THIS NOTE OR ANY OTHER LOAN DOCUMENT OR
THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT.
THE BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING IN ANY
MANNER PERMITTED BY THE LAWS OF THE STATE OF DELAWARE AND AGREES THAT SERVICE OF
PROCESS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS
ADDRESS GIVEN TO THE HOLDER HEREOF IS REASONABLY CALCULATED TO GIVE ACTUAL
NOTICE.
(b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE
BORROWER AND THE HOLDER HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT
(WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN
ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
ARISING OUT OF OR BASED UPON THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE SUBJECT
MATTER HEREOF OR THEREOF OR ANY OBLIGATION OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE BORROWER OR THE HOLDER IN
CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER IN CONTRACT