shall have
all of the rights and remedies of a secured party against a defaulting debtor
provided in the Delaware Uniform Commercial Code for the enforcement of the
Secured Party's security interest in the Collateral.
3.
Representations and Warranties.
3.1.
Except as permitted under the Termination and Limited Release
Agreement, dated as of the date hereof, between the Secured Party and the Debtor
(the "Termination Agreement"), Grantor owns the collateral free and clear of any
and all liens, encumbrances or claims of others, other than any liens imposed by
law or otherwise arising in the ordinary course of business of the Grantor with
respect to amounts not yet past due or, if past due, that are being contested in
good faith.
Except as permitted under the Termination Agreement, no security
agreement, financing statement or other public notice with respect to any part
of the Collateral is on file or recorded in any public office except such as may
have been filed in favor of the Secured Party or permitted under the Termination
Agreement.
3.2
Upon release of any lien on the Collateral as required under the
Termination Agreement, the liens granted hereby constitute first priority liens
on the Collateral in favor of the Secured Party, except as permitted under the
Termination Agreement,.
4.
Actions and Proceedings.
THE GRANTOR HEREBY IRREVOCABLY CONSENTS
TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT SITTING
IN THE STATE OF DELAWARE, IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR SHALL OPERATE TO PRECLUDE THE SECURED PARTY FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE SECURED PARTY.
THE GRANTOR
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
SUIT COMMENCED IN ANY SUCH COURT, AND HEREBY WAIVES ANY OBJECTION WHICH IT MAY
HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS.
THE GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT
SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL ADDRESSED TO THE GRANTOR AT THE ADDRESS FOR NOTICE SET FORTH
HEREIN AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.
5.
Waiver of Jury Trial.
THE PARTIES HERETO HEREBY WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE SECURED PARTY AND
THE GRANTOR ARISING OUT
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OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN