LENDER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF
SUCH COURTS WITH RESPECT TO ANY LITIGATION CONCERNING THE CREDIT DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED THEREBY OR ANY MATTERS RELATED THERETO. EACH OF
BORROWER AND LENDER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING ANY OBJECTION TO
THE LAYING OF VENUE OR ANY OBJECTION ON THE GROUNDS OF FORUM NON CONVENIENS)
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY PROCEEDING WITH
RESPECT TO THIS AGREEMENT TO THE COURTS SET FORTH ABOVE. BORROWER AGREES TO THE
PERSONAL JURISDICTION OF SUCH COURTS AND THAT SERVICE OF PROCESS MAY BE MADE ON
IT AT THE ADDRESS INDICATED IN SECTION 8.01 ABOVE. NOTHING HEREIN SHALL AFFECT
THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
8.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF IDENTICAL
COUNTERPARTS, ANY SET OF WHICH SIGNED BY ALL THE PARTIES HERETO SHALL BE DEEMED
TO CONSTITUTE A COMPLETE, EXECUTED ORIGINAL FOR ALL PURPOSES.
8.12
DISCLOSURE OF INFORMATION ABOUT BORROWER.
LENDER AGREES THAT IT WILL NOT
PROVIDE ANY INFORMATION TO ANY PERSON REGARDING THE BUSINESS AND OPERATIONS OF
BORROWER WITHOUT THE
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PRIOR WRITTEN CONSENT OF BORROWER, EXCEPT FOR (I) DISCLOSURES TO ANY PERSON TO
THE EXTENT NECESSARY TO PERMIT AN ASSIGNMENT PERMITTED UNDER THE TERMS OF
SECTION 8.05, (II) DISCLOSURES TO LENDER'S ACCOUNTANTS TO THE EXTENT NECESSARY
IN CONNECTION WITH SUCH ACCOUNTANTS' AUDITING RESPONSIBILITIES,
(III) DISCLOSURES TO ANY PERSON OF INFORMATION WHICH IS OR BECOMES GENERALLY
AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE IN VIOLATION OF
THE TERMS OF THIS SECTION 8.12, (IV) DISCLOSURES TO ANY PERSON OF INFORMATION
WHICH LENDER IS LEGALLY COMPELLED TO DISCLOSE, PROVIDED THAT LENDER AGREES TO
USE ALL REASONABLE EFFORTS TO NOTIFY BORROWER OF ANY SUCH LEGAL REQUIREMENT TO
DISCLOSE SUFFICIENTLY IN ADVANCE OF THE DISCLOSURE TO PERMIT BORROWER TO
CHALLENGE THE LEGAL REQUIREMENT, AND (V) DISCLOSURE TO ANY PERSON TO THE EXTENT
OTHERWISE PERMITTED BY THE JOINT VENTURE AGREEMENT OR THE LLC AGREEMENT.
8.13
NO RECOURSE TO MEMBERS OF BORROWER.
NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT TO THE CONTRARY, RECOURSE FOR THE PAYMENT OF THE OBLIGATIONS AND ANY
OTHER LIABILITIES AND OBLIGATIONS OF BORROWER ARISING UNDER ANY CREDIT DOCUMENT
SHALL BE HAD ONLY AGAINST THE ASSETS, PROPERTY AND RIGHTS OF BORROWER.
8.14
NO INDIRECT OR CONSEQUENTIAL DAMAGES.
NO PARTY TO THIS AGREEMENT SHALL BE
RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, ANY SUCCESSOR,
ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING
CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR PUNITIVE, EXEMPLARY OR, EXCEPT IN
THE CASE OF FRAUD, BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE,
INDIRECT
OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION
CONTEMPLATED HEREUNDER.
[Signature page follows]
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IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
executed as of the day and year first above written.
RED IRON ACCEPTANCE, LLC
By:
/s/ Mark Wrend
Name:
Mark