the same
agreement.
Delivery of an executed signature page of this Waiver Agreement by
fax or in PDF format by email shall be effective as delivery of a manually
executed counterpart hereof.
7.2
EACH OF BORROWERS, ADMINISTRATIVE LENDER AND LENDERS HEREBY:
(A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OREGON
AND THE FEDERAL COURTS OF THE UNITED STATES FOR THE DISTRICT OF OREGON FOR THE
PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE
LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THIS WAIVER AGREEMENT; (B) AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH COURTS; (C) IRREVOCABLY WAIVES (TO THE FULL EXTENT PERMITTED
BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING
COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (D) AGREES THAT A
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
PERMITTED BY LAW.
7.3
EACH OF BORROWERS, ADMINISTRATIVE LENDER AND LENDERS, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION
IN ANY WAY ARISING OUT OF OR RELATING TO THIS WAIVER AGREEMENT, ANY OTHER OF THE
LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS OR EVENTS REFERENCED HEREIN OR THEREIN
OR CONTEMPLATED HEREBY OR THEREBY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS OR OTHERWISE.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE LOAN DOCUMENTS.
A COPY OF
THIS SECTION MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF
THE RIGHT TO TRIAL BY JURY AND THE CONSENT TO TRIAL BY COURT.
7.4
This Waiver Agreement shall be governed by and construed in
accordance with the laws of the State of Oregon, without regard to the conflicts
of laws provisions thereof.
[INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Borrowers, Lenders and Administrative Lender have executed
this Waiver Agreement and Waiver Agreement as of the date first above written.
MONACO COACH CORPORATION
SIGNATURE MOTORCOACH RESORTS, INC.
By:
/s/: P. Martin Daley
By:
/s/: John Nepute
Title: VP/Treasurer
OUTDOOR RESORTS OF LAS VEGAS,
INC.
OUTDOOR RESORTS MOTORCOACH
COUNTRY CLUB, INC.
By:
/s/: P. Martin Daley
By:
/s/: P. Martin Daley
and Director
Title: VP/CFO/Treasurer and Director
NAPLES MOTORCOACH RESORT, INC.
R-VISION HOLDINGS LLC
By:
/s/: P. Martin Daley
By:
/s/: P. Martin Daley
Title: VP/CFO/Treasurer and Director
Title: VP/Treasurer
R-VISION, INC.
R-VISION MOTORIZED LLC
By: R-Vision Holdings LLC, its manager
By:
/s/: P. Martin Daley
By:
/s/: P. Martin Daley
Title: VP/Treasurer
Title: VP/Treasurer
BISON MANUFACTURING, LLC
By: R-Vision Holdings LLC, its manager