ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS
OR CAUSES OF ACTIONS OF ANY KIND (IF THERE BE ANY), OR ANY BASIS FOR INSTITUTING
SUIT FOR LEGAL OR EQUITABLE RELIEF, WHETHER ABSOLUTE OR CONTINGENT, DUE OR TO
BECOME DUE, DISPUTED OR UNDISPUTED, ANTICIPATED, LIQUIDATED OR UNLIQUIDATED, AT
LAW OR IN EQUITY, THAT ANY ONE OR MORE OF THEM NOW HAVE OR EVER HAVE HAD AGAINST
IBM CREDIT , AND IBM CREDIT'S OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS
AND ASSIGNS, WHETHER ARISING UNDER OR IN CONNECTION WITH THE FINANCING
AGREEMENT, THE ORIGINAL FORBEARANCE AGREEMENT, THIS FORBEARANCE AGREEMENT, THE
GUARANTIES OR OTHERWISE. THIS RELEASE SHALL SURVIVE THE TERMINATION OF THIS
FORBEARANCE AGREEMENT AND THE FINANCING AGREEMENT.
Section 18.
SUBMISSION AND CONSENT TO JURISDICTION.
TO INDUCE IBM CREDIT TO DELIVER THIS
FORBEARANCE AGREEMENT, EACH OF THE CUSTOMER AND GUARANTORS HEREBY IRREVOCABLY
AND UNCONDITIONALLY:
(A)
SUBMITS ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS FORBEARANCE AGREEMENT, THE FINANCING AGREEMENT, THE GUARANTIES AND ANY
OTHER DOCUMENT, OR FOR THE RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE
STATE NEW YORK AND ANY FEDERAL DISTRICT COURT IN NEW YORK.
(B)
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREINAFTER HAVE TO THE VENUE OF ANY
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING
WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME.
(C)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED
BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY
SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO CUSTOMER AND GUARANTOR AT ITS ADDRESS
SET FORTH ON THE SIGNATURE PAGE HEREOF OR AT SUCH OTHER ADDRESS OF WHICH IBM
CREDIT SHALL HAVE BEEN NOTIFIED IN WRITING.
(D)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY
OTHER JURISDICTION.
PC Universe draft Forbearance
Page
6
of
10
08.28.08
Section 19.
Relief from Stay.
Customer hereby agrees that in consideration of IBM Credits'
forbearance of the exercise of its rights and remedies in accordance with the
terms hereof, in the event Customer shall:
(A)
file with any bankruptcy court of competent jurisdiction or be the subject of
any petition under Title 11 of the U.S. Code, as amended;
(B)
be the subject of any order for relief issued under such Title 11 of the U.S.
Code, as amended;
(C)
file or be the subject of any petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
present or future federal or state law relating to bankruptcy, insolvency, or
other relief for debtors;
(D)
have sought or consented to or acquiesced in the appointment of any trustee,
receiver, conservator, or liquidator; or
E)
be the subject of