the Borrower to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the right
of the Lender to any other or further action in any circumstances without notice
or demand.
12.9 [intentionally deleted]
12.10 JURISDICTION. THE PARTIES HERETO AGREE THAT ANY LEGAL ACTION OR
PROCEEDING AGAINST ANY OTHER PARTY HERETO WITH RESPECT TO THIS AGREEMENT, THE
LOANS OR ANY OF THE LOAN DOCUMENTS OR THE DOCUMENTS DELIVERED IN CONNECTION
THEREWITH MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW
YORK CITY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW
YORK AS SUCH PARTY MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, EACH OF THE
PARTIES HERETO ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF
THE PARTIES HERETO AGREE THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS
WAIVED BY THE BANK (WITH RESPECT TO ACTIONS OR PROCEEDINGS BROUGHT BY THE
BORROWER) OR BY THE BORROWER (WITH RESPECT TO ACTIONS OR PROCEEDINGS BROUGHT BY
THE BANK) IN WRITING, AND WITH RESPECT TO ANY QUESTIONS RELATING TO USURY EXCEPT
THAT WITHOUT SUCH WRITTEN CONSENT THE BANK MAY BRING ACTIONS AND PROCEEDINGS IN
ANY OTHER JURISDICTION WHERE THE BORROWER HAS PROPERTY OR DOES BUSINESS. EACH OF
THE PARTIES HERETO AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND
WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE
SAID NEW YORK COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN FURTHERANCE OF THE
FOREGOING, THE BORROWER HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT
CORPORATION SYSTEM AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS AGENT TO
RECEIVE SERVICE OF ALL PROCESS BROUGHT AGAINST THE BORROWER WITH RESPECT TO ANY
SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY
ACKNOWLEDGED BY THE BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY REGISTERED
MAIL TO THE BORROWER AT ITS ADDRESS SET FORTH NEXT TO ITS SIGNATURE BELOW, BUT
THE FAILURE OF THE BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY
THE SERVICE OF SUCH PROCESS AS AFORESAID. THE BORROWER SHALL FURNISH TO THE BANK
A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE
CLOSING DATE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE BANK TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY
22
LAW. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO
ACT AS AGENT, EACH THE BORROWER HEREBY IRREVOCABLY AGREES TO (I) IMMEDIATELY
DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE TO THE BANK TO SERVE IN SUCH
CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED
FOR CT CORPORATION SYSTEM, INC. FOR ALL PURPOSES HEREOF AND (II) PROMPTLY