VALIDITY,
INTERPRETATION
AND
ENFORCEMENT
OF THIS
AGREEMENT
AND THE OTHER LOAN
DOCUMENTS
AND ANY
DISPUTE
ARISING OUT OF OR IN
CONNECTION
WITH THIS
AGREEMENT
OR ANY OF THE OTHER LOAN
DOCUMENTS,
WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE,
SHALL BE
GOVERNED BY THE
INTERNAL
LAWS AND
DECISIONS
OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO
PRINCIPLES
OF CONFLICTS OF LAW (OTHER THAN SECTION
5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).
SECTION 11.13.
SUBMISSION TO
JURISDICTION.
ALL DISPUTES BETWEEN A
BORROWER
AND THE
LENDER,
WHETHER
SOUNDING
IN
CONTRACT,
TORT OR
EQUITY OR
OTHERWISE,
SHALL BE RESOLVED
ONLY BY STATE AND FEDERAL
COURTS
LOCATED IN NEW
YORK,
NEW
YORK AND THE
COURTS
TO WHICH AN
APPEAL
THEREFROM
MAY BE
TAKEN;
PROVIDED, HOWEVER, THAT THE LENDER SHALL HAVE THE RIGHT, TO THE EXTENT PERMITTED
BY APPLICABLE
LAW, TO PROCEED
AGAINST EACH BORROWER OR ITS PROPERTY IN (A) ANY
COURTS OF COMPETENT
JURISDICTION AND VENUE AND (B) ANY LOCATION SELECTED BY THE
LENDER TO ENABLE
THE
LENDER
TO
REALIZE
ON SUCH
PROPERTY,
OR TO
ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDER.
EACH BORROWER AGREES THAT
IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS,
SETOFFS OR CROSS-CLAIMS IN ANY
PROCEEDING BROUGHT BY THE LENDER. EACH BORROWER WAIVES ANY OBJECTION THAT IT MAY
HAVE
TO THE
LOCATION
OF THE
COURT
IN
WHICH
THE
LENDER
HAS
COMMENCED
A
PROCEEDING,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON FORUM NON CONVENIENS.
SECTION 11.14.
SERVICE OF PROCESS. THE BORROWERS HEREBY IRREVOCABLY
DESIGNATE NATIONAL CORPORATE
RESEARCH,
LTD., WITH AN OFFICE ON THE DATE HEREOF
AT 225 WEST 34TH STREET,
SUITE 910, NEW YORK,
NEW YORK 10122,
AS THE DESIGNEE
AND AGENT OF THE
BORROWERS
TO
RECEIVE,
FOR AND ON
BEHALF OF EACH
BORROWER,
SERVICE
OF
PROCESS
IN ANY LEGAL
ACTION OR
PROCEEDING
WITH
RESPECT TO THIS
AGREEMENT
OR ANY OTHER
LOAN
DOCUMENT.
IT IS
UNDERSTOOD
THAT A COPY OF SUCH
PROCESS
SERVED ON SUCH AGENT AT ITS ADDRESS WILL BE PROMPTLY
FORWARDED BY MAIL
TO EACH
BORROWER,
BUT THE FAILURE OF A BORROWER TO RECEIVE SUCH COPY SHALL NOT
AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS.
NOTHING
HEREIN SHALL AFFECT THE
RIGHT OF THE LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
-71-
SECTION 11.15.
JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES
TO THE
FULLEST
EXTENT
PERMITTED
BY LAW ANY
RIGHT
TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING
BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO (I)
THIS
AGREEMENT;
(II) ANY
OTHER
LOAN
DOCUMENT
OR OTHER
PRESENT
OR
FUTURE
INSTRUMENT OR AGREEMENT BETWEEN A BORROWER AND THE LENDER; OR (III) ANY CONDUCT,
ACTS
OR
OMISSIONS
OF A
BORROWER
OR THE
LENDER
OR
ANY
OF ITS
RESPECTIVE
DIRECTORS,
OFFICERS,
EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATES, IN EACH
CASE WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE.
-72-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their