OF THIS AGREEMENT, OBLIGOR ACCEPTS FOR ITSELF
AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF SUCH COURT AND IRREVOCABLY AGREES TO BE BOUND BY
ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.
OBLIGOR HEREBY
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL
SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL (RETURN
RECEIPT REQUESTED) DIRECTED TO OBLIGOR AT ITS ADDRESS SET FORTH IN SECTION 10,
AND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL
HAVE BEEN SO DEPOSITED IN THE MAILS OF THE UNITED STATES OF AMERICA.
NOTHING
HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR
SHALL LIMIT THE RIGHT OF SECURED PARTY TO BRING PROCEEDINGS AGAINST OBLIGOR IN
THE COURTS OF ANY OTHER JURISDICTION. OBLIGOR WAIVES ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND SHALL NOT ASSERT
ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON
CONVENIENS.
ANY JUDICIAL PROCEEDING BY OBLIGOR AGAINST SECURED PARTY INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED
TO OR CONNECTED WITH THIS AGREEMENT OR ANY RELATED AGREEMENT, SHALL BE BROUGHT
ONLY IN A FEDERAL OR STATE COURT LOCATED IN THE CITY OF NEW YORK, STATE OF NEW
YORK.
(B)
EACH PARTY TO THIS AGREEMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION ARISING UNDER
THIS AGREEMENT OR ANY OTHER AGREEMENT DELIVERED IN CONNECTION HEREWITH, OR THE
TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, AND
EACH PARTY HEREBY CONSENTS THAT ANY SUCH CAUSE OF ACTION SHALL BE DECIDED BY A
COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.
4
9.
ADDITIONAL DEFINITIONS.
AS USED HEREIN:
(A)
ALL TERMS USED HEREIN WHICH ARE DEFINED IN
ARTICLE 1 OR ARTICLE 9 OF THE UCC SHALL HAVE THE MEANINGS GIVEN THEREIN UNLESS
OTHERWISE DEFINED IN THIS AGREEMENT.
ALL REFERENCES TO THE PLURAL HEREIN SHALL
ALSO MEAN THE SINGULAR AND TO THE SINGULAR SHALL ALSO MEAN THE PLURAL UNLESS THE
CONTEXT OTHERWISE REQUIRES.
ALL REFERENCES TO OBLIGOR AND SECURED PARTY
PURSUANT TO THE DEFINITIONS SET FORTH IN THE RECITALS HERETO, OR TO ANY OTHER
PERSON HEREIN, SHALL INCLUDE THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THE WORDS
"HEREOF", "HEREIN", "HEREUNDER", "THIS AGREEMENT" AND WORDS OF SIMILAR IMPORT
WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT ANY
PARTICULAR PROVISION OF THIS AGREEMENT AND AS THIS AGREEMENT NOW EXISTS OR MAY
HEREAFTER BE AMENDED, MODIFIED, SUPPLEMENTED, EXTENDED, RENEWED, RESTATED OR
REPLACED.
THE WORD "INCLUDING" WHEN USED IN THIS AGREEMENT SHALL