TO THE
PERSONAL JURISDICTION OF THE COURT OF COMMON PLEAS OF INDIANA COUNTY,
PENNSYLVANIA AND THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF
PENNSYLVANIA AND WAIVES AND HEREBY ACKNOWLEDGES THAT IT IS ESTOPPED FROM RAISING
ANY OBJECTION BASED ON FORUM NON CONVENIENS, ANY CLAIM THAT EITHER SUCH COURT
LACKS PROPER VENUE OR ANY OBJECTION THAT EITHER SUCH COURT LACKS PERSONAL
JURISDICTION OVER THE BORROWER SO AS TO PROHIBIT EITHER SUCH COURT FROM
ADJUDICATING ANY ISSUES RAISED IN A COMPLAINT FILED WITH EITHER SUCH COURT
AGAINST THE BORROWER BY THE BANK CONCERNING THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR PAYMENT TO THE BANK.
THE BORROWER HEREBY ACKNOWLEDGES AND AGREES
THAT THE CHOICE OF FORUM CONTAINED IN THIS SECTION 8.14 SHALL NOT BE DEEMED TO
PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN ANY FORUM OR THE TAKING OF
ANY ACTION UNDER THE LOAN DOCUMENTS TO ENFORCE THE SAME IN ANY APPROPRIATE
JURISDICTION.
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8.15
DISCLAIMER REGARDING POWER OF ATTORNEY.
SECTION 4.12 OF THIS
AGREEMENT AND CERTAIN OF THE OTHER LOAN DOCUMENTS CONTAIN POWERS OF ATTORNEY
COUPLED WITH AN INTEREST WHICH ARE FOR THE SOLE BENEFIT OF THE BANK.
THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE BEING EXECUTED IN CONNECTION WITH A
LOAN OR OTHER FINANCIAL TRANSACTION FOR BUSINESS PURPOSES AND NOT PRIMARILY FOR
PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.
THE BANK, AS AGENT FOR THE BORROWER
UNDER THE POWERS OF ATTORNEY, IS NOT A FIDUCIARY FOR THE BORROWER.
THE BANK, IN
EXERCISING ANY OF ITS RIGHTS OR POWERS PURSUANT TO THE POWERS OF ATTORNEY, MAY
DO SO FOR THE SOLE BENEFIT OF THE BANK AND NOT FOR THE BENEFIT OF THE
BORROWER.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PROVISIONS OF TITLE 20,
PENNSYLVANIA CONSOLIDATED STATUTES, SECTION 5601 ET SEQ., AS AMENDED
(SPECIFICALLY INCLUDING ACT 39 OF 1999) SHALL NOT BE APPLICABLE TO THE POWERS OF
ATTORNEY.
8.16
Non-Business Days.
Whenever any payment hereunder or under any
other Loan Document is due and payable on a day which is not a Business Day,
such payment may be made on the next succeeding Business Day, and such extension
of time shall in each such case be included in computing interest in connection
with such payment.
8.17
Integration.
This Agreement and the other Loan Documents evidence
the entire agreement between the parties relating to this financing transaction
and supersede all prior understandings and agreements, whether written or oral,
between the parties hereto relating to the transactions provided for herein.
8.18
Counterparts.
This Agreement and any amendment hereto may be
executed in several counterparts and by each party on a separate counterpart,
each of which, when so executed and delivered, shall be an original, but all of
which together shall constitute but one and the same instrument.
In proving
this Agreement, it shall not be necessary to produce or account for more than
one such counterpart signed by the other party against whom enforcement is
sought.
8.19
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ANY AND