AGREEMENT GUARANTOR ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS, and further consents (to the extent permitted by applicable law) to the
service of process in any such action or proceeding being made upon Guarantor by
mail at the address stated alongside its name on the signature page hereof or at
such other address as Lender is notified of in accordance with Section 18
hereof. Guarantor agrees that Sections 5-1401 and 5-1402 of the General
Obligations Law of the State of New York shall apply to this Agreement.
Guarantor waives any right to stay or to dismiss any action or proceeding
brought before any of said courts on the basis of forum non conveniens. Nothing
herein shall limit the right of Lender to bring proceedings against Guarantor in
the courts of any other jurisdiction.
24. WAIVER OF JURY TRIAL. EACH OF LENDER AND GUARANTOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT RELATED
HERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN), OR ACTIONS OF LENDER, GUARANTOR, THE BORROWER OR ANY AFFILIATE OF
ANY THEREOF. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO
THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.
25. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND
AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY
COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS
RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM
SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO
THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES,
AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
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The parties executed this agreement as of August ___, 2007, intending to
create an instrument executed under seal.
Attested to:
FRANKLIN CREDIT MANAGEMENT CORPORATION
BY:
Name:
Name
Title:
Address for notices to Lender:
c/o Bank of Scotland
565 Fifth Avenue
New York, NY 10017
Attn: Christine Renard, Senior Vice President
Address for notices:
101 Hudson Street, 25th Floor
Jersey City, NJ 07302
Attn: General Counsel
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