OR RECOVER IN ANY
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.
THE LOAN PARTIES CERTIFY
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT OR ANY LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR ANY LENDER WOULD NOT, IN
THE EVENT OF
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LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
THIS WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT
AND PROVIDE THE CREDITS HEREUNDER.
THE LOAN PARTIES AGREE THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT
IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING
THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE
OF PROCESS IN ANY SUCH SUIT BEING MADE UPON BORROWERS BY MAIL AT THE ADDRESS SET
FORTH IN SECTION 14.1.
THE LOAN PARTIES HEREBY WAIVE ANY OBJECTION THAT THEY
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM.
Section 15.14. USA Patriot Act.
Each Lender and Agent hereby notifies the Loan
Parties that pursuant to the requirements of the Patriot Act, it is required to
obtain, verify and record information that identifies Loan Parties, which
information includes the name and address of each Loan Party and other
information that will allow such Lender to identify such Loan in accordance with
the Patriot Act.
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IN WITNESS WHEREOF, the Borrowers, the Guarantors, the Agent and the Lenders
have caused this Credit and Guaranty Agreement to be executed by their duly
authorized officers as of the date set forth above.
THE BORROWERS:
GERBER SCIENTIFIC, INC.
By:
/s/ William V. Grickis
Name:
William V. Grickis
Title: Senior Vice President
GERBER SCIENTIFIC
INTERNATIONAL, INC.
By:
/s/ William V. Grickis
Name:
William V. Grickis
Title: Secretary
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THE GUARANTORS:
GERBER SCIENTIFIC
UK LTD.
By:
/s/ William V. Grickis
Name:
William V. Grickis
Title: Director
SPANDEX LIMITED
By:
/s/ William V. Grickis
Name:
William V. Grickis
Title: Director
THE AGENT:
RBS CITIZENS, N.A., as Agent
By:
/s/ Thomas F. McNamara
Name:
Thomas F. McNamara
Title: SVP
THE LENDERS:
RBS CITIZENS, N.A.
By:
/s/ Thomas F. McNamara
Name:
Thomas F. McNamara
Title: SVP
Address:
Telecopier No:
Attention:
SOVEREIGN BANK
By:
/s/ Jay L. Massiro
Name:
Jay L. Massiro
Title: Senior Vice President
Address:
75 State Street, Boston, MA 02109
Telecopier No:
Attention:
BANK OF AMERICA, N.A.
By:
/s/ Christopher T. Phelan
Name:
Christopher T. Phelan
Title: SVP
Address:
777 Main Street, Hartford, CT
Telecopier No:
866-612-8506
Attention:
Tami Elliott
HSBC BANK USA,
NATIONAL ASSOCIATION
By:
/s/ Manuel Burgueno
Name:
Manuel Burgueno
Title: Vice President
Address:
125 High Street, Oliver Tower, FL 16, Boston, MA
02110
Telecopier No:
617-338-3849
Attention:
Manuel Burgueno