final judgment in any
action, litigation or proceeding will be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or in any other Loan Document will affect any right
that Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document against any Guarantor or their
properties in the courts of any jurisdiction. Guarantors irrevocably and
unconditionally waive, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of venue of any action
or proceeding arising out of or relating to this Agreement or any other Loan
Document in any court referred to in this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by applicable law,
the defense of an inconvenient forum to the maintenance of the action or
proceeding in the indicated court.
8.13
Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
8.14
Set-off. Each Guarantor agrees that Lender has all rights of
set-off provided by applicable law, and in addition thereto, each Guarantor
agrees that at any time any Event of Default exists, Lender may apply to the
payment of any Secured Obligations, whether or not then due, any and all
balances, credits, deposits, accounts or moneys of the Guarantor then or
thereafter with Lender. ANY AND ALL RIGHTS TO REQUIRE LENDER TO EXERCISE ITS
RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE
OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO DEPOSITS,
CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED.
11
8.15
Acknowledgements. Each Guarantor hereby acknowledges that:
(a)
it has been advised by counsel in the negotiation, execution and
delivery of this Agreement;
(b)
Lender has no fiduciary relationship with or duty to any Guarantor
arising out of or in connection with this Agreement or any of the other Loan
Documents, and the relationship between the Guarantors, on the one hand, and
Lender, on the other hand, in connection herewith or therewith is solely that of
debtor and creditor; and
(c)
no joint venture is created hereby