NEW YORK, AND MAKER AND LENDER CONSENT TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH
SUIT BEING MADE UPON MAKER AND LENDER IN THE MANNER AND AT THE ADDRESS SPECIFIED
FOR NOTICES IN THE LOAN AGREEMENT.
MAKER AND LENDER HEREBY WAIVE ANY OBJECTION
THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
(L)
JURY TRIAL WAIVER.
MAKER AND LENDER AND ALL PERSONS
CLAIMING BY, THROUGH OR UNDER MAKER OR LENDER HEREBY EXPRESSLY, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS NOTE, INCLUDING,
WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (2) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THIS NOTE (AS NOW OR HEREAFTER MODIFIED) OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND MAKER AND
LENDER HEREBY AGREE AND CONSENT THAT AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT HERETO TO
THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.
MAKER AND LENDER ACKNOWLEDGE THAT
THEY HAVE CONSULTED WITH LEGAL COUNSEL REGARDING THE MEANING OF THIS WAIVER AND
ACKNOWLEDGE THAT THIS WAIVER IS AN ESSENTIAL INDUCEMENT FOR THE MAKING OF THE
LOAN.
THIS WAIVER SHALL SURVIVE THE REPAYMENT OF THE LOAN.
(M)
COUNTERCLAIMS AND OTHER ACTIONS.
MAKER HEREBY EXPRESSLY AND
UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING
BROUGHT BY LENDER ON THIS NOTE, ANY AND EVERY RIGHT MAKER MAY HAVE TO
(1) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM WHICH CAN ONLY
BE ASSERTED IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY LENDER ON THIS NOTE AND
CANNOT BE MAINTAINED IN A SEPARATE ACTION) AND (2) HAVE ANY SUCH SUIT, ACTION OR
PROCEEDING CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING
.
5
(N)
SAVINGS CLAUSE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, (A)
ALL AGREEMENTS AND COMMUNICATIONS BETWEEN MAKER AND LENDER ARE HEREBY AND SHALL
AUTOMATICALLY BE LIMITED SO THAT, AFTER TAKING INTO ACCOUNT ALL AMOUNTS DEEMED
TO CONSTITUTE INTEREST, THE INTEREST CONTRACTED FOR, CHARGED OR RECEIVED BY
LENDER SHALL NEVER EXCEED THE MAXIMUM LAWFUL RATE OR AMOUNT, (B) IN CALCULATING
WHETHER ANY INTEREST EXCEEDS THE MAXIMUM LAWFUL RATE, ALL SUCH INTEREST SHALL BE
AMORTIZED, PRORATED, ALLOCATED AND SPREAD OVER THE FULL AMOUNT AND TERM OF ALL
PRINCIPAL INDEBTEDNESS OF MAKER TO LENDER AND (C) IF THROUGH ANY CONTINGENCY OR
EVENT LENDER RECEIVES OR IS DEEMED TO RECEIVE INTEREST IN EXCESS OF THE MAXIMUM
LAWFUL RATE, ANY SUCH EXCESS SHALL BE DEEMED