PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED
IN ALL INSTANCES.
SECTION 22.
SUBMISSION TO JURISDICTION; WAIVERS.
THE BORROWER AND THE PARENT GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY:
(a)
SUBMIT FOR THEMSELVES AND THEIR PROPERTY IN ANY
LEGAL ACTION OR PROCEEDING RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE NONEXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK SITUATED IN NEW YORK COUNTY, THE COURTS OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY
THEREOF;
(b)
CONSENT THAT ANY SUCH ACTION OR PROCEEDING MAY BE
BROUGHT IN SUCH COURTS, AND WAIVE ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER
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 FORUM AND AGREE NOT TO
PLEAD OR CLAIM THE SAME;
(c)
WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON
EACH OF THEM AND AGREE THAT ALL SUCH 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 THE
BORROWER OR THE PARENT GUARANTOR AT THEIR ADDRESSES SET FORTH IN SECTION 17 OR
AT SUCH OTHER ADDRESS OF WHICH THE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT
THERETO AND THAT SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE
EARLIER OF ACTUAL RECEIPT OR THREE BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN
POSTED TO THE BORROWER'S AND THE PARENT GUARANTOR'S ADDRESS AS SET FORTH IN
SECTION 17;
(d)
WAIVE ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED
BY ANY COURT PRIOR TO ALLOWING THE AGENT TO EXERCISE ANY REMEDIES SET FORTH
HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS;
(e)
AGREE THAT NOTHING HEREIN SHALL AFFECT THE RIGHT
TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
OR OTHERWISE AFFECT THE RIGHT OF THE AGENT TO BRING ANY ACTION OR PROCEEDING
AGAINST THE BORROWER OR THE PARENT GUARANTOR OR THEIR PROPERTY IN THE COURTS OF
OTHER JURISDICTIONS;
(f)
THE BORROWER APPOINTS AND DESIGNATES INTERPOOL,
INC., HAVING AN ADDRESS AT 633 THIRD AVENUE, 27TH FLOOR, NEW YORK, NEW YORK
10017, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT FOR THE
LIMITED PURPOSE OF ACCEPTING SERVICING OF LEGAL PROCESS AND THE BORROWER AGREES
THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF
SUCH PROCESS ON THE BORROWER.
SECTION 23.
ACKNOWLEDGEMENTS.
The Borrower and the Parent Guarantor hereby acknowledges that:
(a)
it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents;
(b)
no Lender has any fiduciary relationship with or
fiduciary duty to the Borrower and/or the Parent Guarantor arising out of or in
connection with this Agreement or any of the