THAT
DEBTOR AND
SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY
HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND; PROVIDED,
FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE
SECURED PARTY FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SECURED
PARTY.
DEBTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND DEBTOR HEREBY WAIVES ANY
OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL
OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
DEBTOR HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN
ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO DEBTOR
AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF DEBTOR'S
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES
MAILS, PROPER POSTAGE PREPAID.
7.8
Right of Set-Off.
Debtor and any guarantor hereby grant to
Secured Party, a lien, security interest and right of setoff as security for all
Obligations and obligations to Secured Party, whether now existing or hereafter
arising upon and against all deposits, credits, collateral and property, now or
hereafter in the possession, custody, safekeeping or control of Secured Party or
any entity under the control of the Secured Party and its successors and assigns
or in transit to any of them.
At any time, without demand or notice (any such
notice being expressly waived by Debtor), Secured Party may set off the same or
any part thereof and apply the same to any liability or obligation of Debtor and
any guarantor even though unmatured and regardless of the adequacy of any other
collateral securing the loan.
ANY AND ALL RIGHTS TO REQUIRE SECURED PARTY TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
DEPOSITS, CREDITS OR OTHER PROPERTY OF THE DEBTOR, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.
-9-
7.9
Waivers.
(a)
The Debtor (and all guarantors, endorsers, and sureties of the
Obligations) make each of the waivers included in Subsection (b), below,
knowingly, voluntarily, and intentionally, and understands that the Secured
Party, in entering into the financial arrangements contemplated hereby and in
providing loans and other financial accommodations to or for the account of the
Debtor as provided herein, whether now or in the future, is relying on.
(b)
THE DEBTOR, AND EACH SUCH GUARANTOR, ENDORSER, AND SURETY
RESPECTIVELY KNOWINGLY, VOLUNTARILY AND INTEN-TIONALLY WAIVE THE FOLLOWING:
(i)
Except as otherwise specifically required hereby or by any