SOUNDING IN CONTRACT, TORT OR EQUITY OR
OTHERWISE, SHALL BE RESOLVED ONLY BY STATE AND FEDERAL COURTS LOCATED IN THE
STATE OF MARYLAND AND THE COURTS TO WHICH AN APPEAL THEREFROM MAY BE TAKEN;
PROVIDED, HOWEVER, THAT THE SENIOR LENDER SHALL HAVE THE RIGHT, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST THE JUNIOR LENDER OR THE
JUNIOR COLLATERAL AGENT TO ENFORCE THE PROVISIONS HEREOF IN ANY OTHER COURT OF
COMPETENT JURISDICTION OR VENUE. EACH OF THE JUNIOR LENDER, THE JUNIOR
COLLATERAL AGENT AND BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE
LOCATION OF ANY SUCH COURT IN WHICH THE SENIOR LENDER HAS COMMENCED A
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON FORUM NON CONVENIENS.
SECTION 18. JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO
(I) THIS AGREEMENT OR (II) ANY CONDUCT, ACT OR OMISSION OF THE JUNIOR LENDER,
THE JUNIOR COLLATERAL AGENT, BORROWER, THE SENIOR LENDER OR ANY OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATE,
IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE.
SECTION 19. SERVICE OF PROCESS. THE JUNIOR LENDER HEREBY IRREVOCABLY
DESIGNATES THE JUNIOR COLLATERAL AGENT AS THE DESIGNEE AND AGENT OF THE JUNIOR
LENDER TO RECEIVE, FOR AND ON BEHALF OF THE JUNIOR LENDER, SERVICE OF PROCESS IN
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT. IT IS UNDERSTOOD
THAT A COPY OF SUCH PROCESS SERVED ON SUCH AGENT AT ITS ADDRESS WILL BE PROMPTLY
FORWARDED BY MAIL TO THE JUNIOR LENDER, BUT THE FAILURE OF THE JUNIOR LENDER TO
RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE SENIOR LENDER TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
SECTION 20. RIGHT OF FIRST OFFER. If at any time , the Senior Lender
(a) desires to sell, assign or transfer all of the Senior Obligations to, or
(b) accept an offer for the purchase, assignment or transfer of all of the
Senior Obligations from, a Person who (i) is an Affiliate of Borrower or is,
directly or indirectly, controlled by one or more members of the management of
Borrower or (ii) is a member of the management of Borrower (each of the
foregoing, a "Covered Person"), the Senior Lender shall first notify the Junior
Lender and
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RGGPLS (each, individually, an "Offeree" and, collectively, the "Offerees") in
writing and offer to each of the Junior Lender and RGGPLS the right to make an
offer to the Senior Lender to purchase all of the Senior Obligations (the
"Senior Lender Offer"). For purposes of this Section 20, each Offeree agrees
that it shall advise the Senior Lender if a Person is a Covered Person within
two (2)