8.
Consent to Jurisdiction and Service of Process.
The Subordinate Creditors
irrevocably appoint Ross Rapaport, c/o Pepe & Hazard, 30 Jeliff Lane, Southport,
CT 06490-1436 as their attorney upon whom may be served any notice, process or
pleading in any action or proceeding against them arising out of or in
connection with this Agreement.
If service of process cannot be delivered to
the Subordinate Creditors as specified by statute, the Subordinate Creditors
agree that, with court approval, each may be served by regular or certified mail
at the address set forth herein.
The Subordinate Creditors hereby consent and
agree that (i) any action or proceeding against it may be commenced and
maintained in any state or federal court within the State of Connecticut by
service of process on Ross Rapaport and (ii) such courts shall have jurisdiction
with respect to the subject matter hereof and the persons of the Subordinate
Creditors and the Subordinated Liabilities.
The Subordinate Creditors agree
that any action brought by the Subordinate Creditors on account of this
Agreement shall be commenced and maintained only in a federal court in the State
of Connecticut.
9.
Prejudgment Remedies.
THE SUBORDINATE LENDER AND THE SUBORDINATE LENDER'S AGENT
HEREBY REPRESENT, COVENANT AND AGREE THAT THE PROCEEDS OF THE SENIOR LIABILITIES
AND SUBORDINATED LIABILITIES SHALL BE USED FOR GENERAL COMMERCIAL PURPOSES AND
THAT THE TRANSACTIONS CONTEMPLATED HEREBY ARE PART OF A "COMMERCIAL TRANSACTION"
AS DEFINED BY THE STATUTES OF THE STATE OF CONNECTICUT.
SUBORDINATE LENDER AND
SUBORDINATE LENDER'S AGENT HEREBY WAIVE ALL RIGHTS TO NOTICE AND PRIOR COURT
HEARING OR COURT ORDER UNDER CONNECTICUT GENERAL STATUTES SECTIONS 52-278a ET.
SEQ. AS AMENDED OR UNDER ANY OTHER STATE OR FEDERAL LAW WITH RESPECT TO ANY AND
ALL PREJUDGMENT REMEDIES THE SENIOR CREDITORS MAY EMPLOY TO ENFORCE THEIR RIGHTS
AND REMEDIES HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS.
MORE SPECIFICALLY,
THE SUBORDINATE LENDER AND THE
SUBORDINATE LENDER'S AGENT ACKNOWLEDGE THAT THE
AGENT'S ATTORNEY AND/OR ANY LENDER'S ATTORNEY MAY, PURSUANT TO CONNECTICUT
GENERAL STATUES, SECTION 52-278f, ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT
SECURING A COURT ORDER.
THE SUBORDINATE LENDER AND THE
SUBORDINATE LENDER'S
AGENT ACKNOWLEDGE AND RESERVE THEIR RESPECTIVE RIGHTS TO NOTICE AND A HEARING
SUBSEQUENT TO THE ISSUANCE OF A WRIT FOR PREJUDGMENT REMEDY AS AFORESAID AND THE
AGENT ACKNOWLEDGES THE
RIGHT OF THE SUBORDINATE LENDER AND THE
SUBORDINATE
LENDER'S AGENT TO SAID HEARING SUBSEQUENT TO THE ISSUANCE OF SAID WRIT.
THE
SUBORDINATE LENDER AND THE
SUBORDINATE LENDER'S AGENT FURTHER WAIVE THEIR
RIGHTS TO REQUEST THAT THE SENIOR CREDITORS POST A BOND, WITH OR WITHOUT SURETY,
TO PROTECT THE SUBORDINATE LENDER AND THE
SUBORDINATE LENDER'S AGENT AGAINST
DAMAGES THAT MAY BE CAUSED BY ANY PREJUDGMENT REMEDY SOUGHT OR OBTAINED BY THE
SENIOR CREDITORS.
10.
Provisions Solely for the Benefit of the Senior Creditors.
The provisions of
this Agreement are solely to define the relative rights and obligations of the
Senior Creditors and the Subordinate Creditors, and no other person or entity,
including, without limitation, the Obligor, shall have any rights