and the transactions contemplated
hereby.
14.
Secured Party, Borrowers and Guarantor each understand and agree to the terms of
this Master Amendment to Loan Documents.
If this Master Amendment to Loan
Documents is made by a corporation or entity, its proper duly authorized
officer(s)/representative(s) has signed this agreement and such
officer(s)/representative(s) shall be deemed to have actual and apparent
authority to bind each respective corporation or entity, as applicable.
15.
This Master Amendment to Loan Documents may be executed in counterparts and a
telecopy or electronically transmitted copy of this agreement delivered with
partially executed signature pages for the purpose of exchanging executed
counterpart signatures shall be deemed valid as an original-signature document
for all purposes, including all matters of evidence and the "best evidence"
rules.
All such partially executed counterparts when taken together shall
constitute one complete agreement.
16.
The terms and conditions contained in this Master Amendment to Loan Documents
shall inure to the benefit of and shall be binding upon the parties hereto and
their respective successors, assigns, administrators and estates.
17.
[Intentionally Deleted].
18.
THIS MASTER AMENDMENT TO LOAN DOCUMENTS SHALL BE DEEMED TO HAVE BEEN DELIVERED
AT AND SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES
HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO ITS CONFLICT OF LAW PROVISIONS. BORROWER AND GUARANTOR HEREBY
IRREVOCABLY CONSENT TO PERSONAL JURISDICTION AND VENUE IN ANY STATE OR FEDERAL
COURT SITTING IN THE STATE AND COUNTY OF NEW YORK , AND HEREBY WAIVE ANY CLAIM
EACH BORROWER AND/OR GUARANTOR MAY HAVE THAT SUCH COURT IS AN INCONVENIENT FORUM
FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS
MASTER AMENDMENT TO LOAN DOCUMENTS OR ANY OF THE AGREEMENTS, DOCUMENTS,
INSTRUMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHICH IS BROUGHT
AGAINST ANY BORROWER AND/OR GUARANTOR, AND HEREBY FURTHER AGREE THAT ALL CLAIMS
IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE HEARD OR DETERMINED IN
ANY SUCH COURT. BORROWERS AND GUARANTOR FURTHER CONSENT TO THE SERVICE OF
PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF
BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY BORROWER AND/OR
GUARANTOR AT ITS ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THREE
(3) DAYS AFTER SUCH MAILING.
19.
THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH, OUT
OF OR OTHERWISE RELATING TO THIS MASTER AMENDMENT TO LOAN DOCUMENTS (INCLUDING
THE ATTACHED EXHIBITS AND SCHEDULES AND THE TRANSACTIONS CONTEMPLATED HEREIN AND
THEREIN), THE LOAN DOCUMENTS, AND ANY OTHER AGREEMENT OR DOCUMENT RELATING
THERETO OR INCORPORATED HEREIN.
THE PARTIES WAIVE ANY RIGHT TO ASSERT, AND IN
NO EVENT SHALL SECURED PARTY BE LIABLE (INCLUDING, WITHOUT LIMITATION, UNDER ANY
THEORY OF TORT) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING THE ATTACHED
EXHIBITS AND SCHEDULES AND