powers provided in this Surety
Agreement may be exercised only to the extent that the exercise thereof does not
violate any applicable provision of law, and all the provisions of this Surety
Agreement are intended to be subject to all applicable mandatory provisions of
law which may be controlling and to be limited to the extent necessary so that
they will not render this Surety Agreement unenforceable, in whole or in part,
or not entitled to be recorded, registered, or filed under the provisions of any
applicable law.
(d) No liability or obligation hereunder may be delegated by the Sureties,
without the prior written approval of the Creditor. The Creditor may assign its
interests and rights hereunder or in connection with the Obligations, in whole
or in part, to any party whatsoever.
(e) This Surety Agreement shall be construed in accordance with and governed by
the laws, including equitable principles but without regard to principles of
conflict of laws, of the Commonwealth of Pennsylvania, in all respects. The
Sureties hereby agree to the jurisdiction and venue of any federal or state
court in the Eastern District of Pennsylvania.
(f) The Section headings in this Surety Agreement are for convenience only and
shall not affect the construction hereof.
(g) This Surety Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when taken together shall
constitute but one instrument.
8. THE SURETIES AND THE CREDITOR (BY ACCEPTANCE HEREOF) HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THE SURETIES OR
THE CREDITOR MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN
CONNECTION WITH THIS SURETY AGREEMENT OR THE TRANSACTIONS RELATED THERETO. THE
SURETIES REPRESENT AND WARRANT THAT NO REPRESENTATIVE OR AGENT OF THE CREDITOR
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE CREDITOR WILL NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THIS RIGHT TO JURY TRIAL WAIVER. THE
SURETIES ACKNOWLEDGE THAT THE CREDITOR HAS BEEN INDUCED TO ACCEPT THIS AGREEMENT
BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.
9. DURING THE CONTINUANCE OF A DEFAULT, THE SURETIES HEREBY AUTHORIZE AND
EMPOWER ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF
RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER STATE UPON THE FAILURE
OF THE SURETIES TO PAY WHEN DUE ANY SUM PAYABLE BY THE SURETIES HEREUNDER TO
APPEAR FOR AND CONFESS JUDGMENT AGAINST THE SURETIES FOR SUCH SUMS AS SHALL HAVE
BECOME DUE UNDER THIS SURETY AGREEMENT, IN EITHER CASE WITH OR WITHOUT
DECLARATION, WITH COSTS OF SUIT, WITHOUT STAY OF EXECUTION AND WITH AN AMOUNT
NOT TO EXCEED THE LESSER OF FIFTEEN PERCENT (15%) OF THE PRINCIPAL AMOUNT OF
SUCH JUDGMENT OR $5,000 ADDED FOR COLLECTION FEES. THE SURETIES HEREBY WAIVE THE
RIGHT OF INQUISITION ON ANY REAL ESTATE LEVIED ON, VOLUNTARILY CONDEMNS THE
SAME, AUTHORIZES THE PROTHONOTARY OR CLERK TO ENTER UPON THE WRIT OF EXECUTION
SAID VOLUNTARY CONDEMNATION AND AGREES THAT SAID REAL ESTATE