reviewed (or
have had the opportunity to be reviewed) by counsel to all such parties, and are
the products of all parties.
Accordingly, this Agreement and the other
Transaction Documents shall not be construed more strictly against TCA merely
because of TCA's involvement in their preparation.
4
13.
Amendments; Waivers.
No delay on the part of TCA in the exercise of
any right, power or remedy shall operate as a waiver thereof, nor shall any
single or partial exercise by TCA of any right, power or remedy preclude other
or further exercise thereof, or the exercise of any other right, power or
remedy.
No amendment, modification or waiver of, or consent with respect to,
any provision of this Agreement or the other Transaction Documents shall in any
event be effective unless the same shall be in writing and acknowledged by TCA,
and then any such amendment, modification, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
14.
WAIVER OF DEFENSES.
LOAN HOLDER AND BORROWERS, AND EACH OF THEM,
WAIVES EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF
WHICH EITHER OF THEM MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY LENDER
IN ENFORCING THIS AGREEMENT.
PROVIDED TCA ACTS IN GOOD FAITH, LOAN HOLDER AND
BORROWERS EACH RATIFIES AND CONFIRMS WHATEVER TCA MAY DO PURSUANT TO THE TERMS
OF THIS AGREEMENT.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR TCA GRANTING ANY
FINANCIAL ACCOMMODATION TO BORROWERS.
15.
FORUM SELECTION AND CONSENT TO JURISDICTION.
TO INDUCE TCA TO MAKE
FINANCIAL ACCOMODATIONS TO BORROWERS, LOAN HOLDER AND BORROWERS EACH AGREES THAT
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF CLARK COUNTY, NEVADA; PROVIDED
THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE TCA FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION.
LOAN
HOLDER AND BORROWERS EACH HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE COURTS OF CLARK COUNTY, NEVADA, FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE.
LOAN HOLDER, BORROWERS AND TCA EACH FURTHER
IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEVADA.
LOAN
HOLDER AND BORROWERS EACH HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
16.
WAIVER OF JURY TRIAL.
LOAN HOLDER, BORROWERS AND TCA, AFTER
CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES IRREVOCABLY, ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER