registered
mail, return receipt requested, directed to Obligors at the address for notice
to Obligors stated below, or at a subsequent address of which Lender received
actual notice from Obligors in accordance with the Loan Documents, and service
so made shall be complete five (5) days after the same shall have been so
mailed.
Nothing herein shall affect the right of Lender to serve process in any
manner permitted by law or limit the right of Lender to bring proceedings
against Obligors in any other court or jurisdiction.
(i)
Counterparts; Modification.
This Agreement has been executed in a number of
identical counterparts, each of which shall be deemed an original for all
purposes and all of which constitute, collectively, one agreement.
This
Agreement may be amended only by an instrument in writing intended for that
purpose executed jointly by an authorized representative of each party hereto.
Page 6
Section 8.
Right of Setoff.
Obligors hereby grant to Lender, a continuing lien, security interest and right
of setoff as security for all liabilities and obligations to Lender whether now
existing or hereafter arising, upon and against all deposits, credits,
collateral and property, now or hereafter in the possession, custody,
safekeeping or control of Lender or any entity under the control of Bank of
America Corporation and its successors and/or assigns or in transit to any of
them.
At any time, without demand or notice (any such notice being expressly
waived by Obligors), Lender may setoff the same or any part thereof and apply
the same to any liability or obligation of Obligors even though unmatured and
regardless of the adequacy of any other collateral security for the Loan.
TO
THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO REQUIRE LENDER TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE LOAN WHICH IS EVIDENCED BY THE NOTE PRIOR TO EXERCISING ITS RIGHT OF
SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE OBLIGORS
OR ANY OBLIGORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
Section 9.
Waiver of Jury Trial.
OBLIGORS AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE,
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN
RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH
THE NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION
HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY
COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF LENDER RELATING
TO THE ADMINISTRATION OF THE LOAN EVIDENCED BY THE NOTE OR ENFORCEMENT OF THE
LOAN DOCUMENTS EVIDENCING AND/OR SECURING THE LOAN, AND AGREE THAT NEITHER PARTY
WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY
TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
EXCEPT AS PROHIBITED BY LAW, OBLIGORS
HEREBY WAIVE ANY RIGHT IT MAY HAVE TO CLAIM OR