TO THE ADMINISTRATION OF THE LOAN FACILITY OR ENFORCEMENT OF THIS NOTE,
AND (ii) AGREE THAT NEITHER THE CO-BORROWERS NOR THE LENDER WILL SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY APPLICABLE LAW, EACH OF THE
CO-BORROWERS AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. EACH OF THE CO-BORROWERS AND THE LENDER HEREBY
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS. THE WAIVERS MADE BY THE
CO-BORROWERS HEREIN CONSTITUTE A MATERIAL INDUCEMENT FOR THE LENDER TO MAKE THE
LOAN FACILITY AVAILABLE TO THE CO-BORROWERS AND TO ACCEPT THIS NOTE. IT IS
INTENDED THAT SAID WAIVERS SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR
COUNTERCLAIMS IN ANY ACTION OR PROCEEDING. THE CO-BORROWERS AND THE LENDER
RECOGNIZE THAT ANY DISPUTE ARISING IN CONNECTION WITH THE LOAN FACILITY IS
LIKELY TO BE COMPLEX AND CONSEQUENTLY THEY WISH TO STREAMLINE AND MINIMIZE THE
COST OF THE DISPUTE RESOLUTION PROCESS BY AGREEING TO WAIVE THEIR RIGHTS TO A
JURY TRIAL. [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN NOTE]
GRAPHIC [g273521kii002.gif]
This Note and the rights and obligations of the parties hereunder shall be
construed, interpreted, enforced and governed by the laws of the State of New
Jersey, excluding the laws applicable to conflicts and choice of laws. THE
CO-BORROWERS HEREBY COVENANT AND AGREE THAT: they are jointly and severally
liable for all of the Obligations and each Co-Borrower expressly understands,
agrees, and acknowledges that (a) the Co-Borrowers are affiliates by common
direct or indirect ownership, (b) each Co-Borrower desires to have the
availability of one common credit facility instead of separate credit
facilities, (c) each Co-Borrower has requested that the Lender extend such a
common credit facility on the terms provided in this Note and in the other Loan
Documents, (d) the Lender will be lending against, and relying on a lien upon,
all of the Collateral even though all of the proceeds of the Loan may not be
advanced directly to a particular Co-Borrower, (e) each Co-Borrower will
nonetheless benefit by the advance of all of the proceeds of the Loan by the
Lender and the availability of a single credit facility of a size greater than
each could independently warrant, and (f) no Co-Borrower would be able to obtain
the credit provided by the Lender hereunder without the financial support
provided by the other Co-Borrowers; and each of the Co-Borrower's obligations
hereunder shall be unconditional irrespective of: (a) the validity or
enforceability of the Obligations of any other Co-Borrower under this Note or
any of the other Loan Documents; (b) the absence of any attempt to collect the
Obligations from