THE GRANTORS ARE A PARTY SHALL BE LITIGATED IN SUCH
COURTS. GRANTORS AND GUARANTORS EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION
OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS. GRANTORS
AND GUARANTORS HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREE
THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON GRANTORS AND GUARANTORS BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER,
AT THE ADDRESS SET FORTH IN THE FACILITY AGREEMENT AND SERVICE SO MADE SHALL BE
COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
7.13
Waiver of Jury Trial. GRANTORS, GUARANTORS AND LENDERS HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. GRANTORS,
GUARANTORS AND LENDERS ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO
ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN
ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT EACH WILL
CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. GRANTORS,
GUARANTORS AND LENDERS WARRANT AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY
OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
7.14
Set-off. Each Grantor agrees that Lenders have all rights of set-off
and bankers' lien provided by applicable law, and in addition thereto, each
Grantor agrees that at any time any Event of Default exists, Lenders may apply
to the payment of any Secured Obligations in such order as Lenders may determine
in their reasonable discretion, whether or not then due, any and all balances,
credits, deposits, accounts or moneys of such Grantor then or thereafter with
Lenders. Lenders hereby agree that they shall endeavor to notify each Grantor of
any such set-off or any such application, but failure to notify shall have no
adverse determination or effect hereunder.
7.15
Acknowledgements. Each Grantor and each Guarantor hereby
acknowledges that:
(a)
it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents to which it is a party;
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(b)
Lenders have no fiduciary relationship with or duty to any Grantor
or Guarantor arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the Grantors and Guarantors,
on the one hand, and Lenders, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and
(c)
no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Grantors, Guarantors and Lenders.
7.16
Additional Grantors/Guarantors. The Grantors shall cause each
Person, upon becoming a Subsidiary of a Grantor, to guaranty Borrower's
performance of the Borrower Obligations and grant to Lenders a security interest
in the personal property of such Person (to the extent such personal property
would constitute Collateral)