IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS
PROVIDED IN THE SIGNATURE PAGES TO THE SUBORDINATED NOTE; (D) AGREES THAT
SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE APPLICABLE PERSON IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;
AND (E) AGREES THAT THE SENIOR CREDITORS RETAIN THE RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST MAKER OR THE
SUBORDINATED LENDER IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH
THE EXERCISE OF ANY RIGHTS UNDER THE SUBORDINATION PROVISIONS, THE SUBORDINATED
LENDING AGREEMENTS OR THE SENIOR INDEBTEDNESS AGREEMENTS OR ANY EXERCISE OF
REMEDIES IN RESPECT OF COLLATERAL OR THE ENFORCEMENT OF ANY JUDGMENT, AND HEREBY
SUBMITS TO THE JURISDICTION OF, AND CONSENTS TO VENUE IN, ANY SUCH COURT.
Annex A-8
5. WAIVER OF JURY TRIAL. EACH OF MAKER AND THE SUBORDINATED LENDER HEREBY AGREES
TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING HEREUNDER OR ANY DEALINGS BETWEEN THEM OR THE SENIOR CREDITORS
RELATING TO THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO
BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
EACH OF MAKER AND THE SUBORDINATED LENDER ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM AND
THE SENIOR CREDITORS HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THE
SUBORDINATED LENDING AGREEMENTS AND/OR THE SENIOR INDEBTEDNESS AGREEMENTS, AND
THAT EACH OF THEM AND THE SENIOR CREDITORS WILL CONTINUE TO RELY ON THIS WAIVER
IN ITS RELATED FUTURE DEALINGS. EACH OF MAKER AND THE SUBORDINATED LENDER
FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 5 AND EXECUTED BY EACH OF
MAKER AND THE SUBORDINATED LENDER AND CONSENTED TO IN WRITING BY EACH SENIOR
REPRESENTATIVE), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THE
SUBORDINATION PROVISIONS MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
6. Maker Acknowledgement. Maker agrees that (a) nothing contained in the
Subordination Provisions shall be deemed to amend, modify, supersede or
otherwise alter the terms of the respective agreements between Maker and any
Senior Creditor or between Maker and the Subordinated Lender and (b) the
Subordination Provisions are solely for the benefit of the Senior Creditors and