amount of
such participation.
13. Continuing Agreement; Termination.
a.
This Agreement shall be a continuing agreement and shall apply to all present
and future Obligations, notwithstanding that at any particular time all of the
Obligations then outstanding shall have been paid in full.
b.
This Agreement shall continue in full force and effect until written notice of
termination shall have been signed by RZB.
14. Governing Law; Jurisdiction; Certain Waivers.
a.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF
LAW.
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b.
OBLIGOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST OBLIGOR WITH
RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
IN THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK AS RZB MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF,
OBLIGOR ACCEPTS AND CONSENTS TO, FOR ITSELF AND IN RESPECT TO ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND
AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY RZB IN
WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST RZB.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF RZB TO BRING PROCEEDINGS AGAINST OBLIGOR
IN THE COURTS OF ANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401 AND
5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO
THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO
STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE
BASIS OF FORUM NON CONVENIENS.
c.
Obligor waives personal service of process and consents that service of process
upon it may be made by certified or registered mail, return receipt requested,
directed to Obligor at its address last specified for notices hereunder, and
service so made shall be deemed completed five days after the same shall have
been so mailed.
d.
EACH OF RZB AND OBLIGOR 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
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF OBLIGOR OR RZB. THIS PROVISION IS A MATERIAL INDUCEMENT FOR RZB'S
EXTENDING CREDIT TO OBLIGOR.
15. Definitions. As used herein:
a.
Except as otherwise specifically defined or provided herein, all terms defined
in Article 1 or 9 of the New York Uniform Commercial Code as in effect on the
date of this Agreement (other than the term "Collateral") are used herein with
the meanings therein given.
b.
The following terms shall have the indicated meanings:
"Affiliate" of RZB shall mean a corporation that directly or indirectly controls
or is controlled by, or is under common control with, RZB.
"Distributions" shall mean cash dividends