OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY
HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, LENDER OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18(d).
BORROWER
WAIVES ALL RIGHTS TO INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS OR COUNTERCLAIMS
OF ANY KIND, NATURE OR DESCRIPTION IN ANY ACTION OR PROCEEDING INSTITUTED BY
LENDER WITH RESPECT TO THIS SECURITY AGREEMENT, THE OTHER LOAN DOCUMENTS, THE
OBLIGATIONS, THE COLLATERAL OR ANY MATTER ARISING THEREFROM OR RELATING
THERETO.
(e)EACH OF BORROWER AND LENDER HEREBY (a) IRREVOCABLY SUBMITS AND CONSENTS TO
THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE
BOROUGH OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK, WITH RESPECT TO ANY
ACTION OR PROCEEDING ARISING OUT OF THIS SECURITY AGREEMENT, THE OTHER LOAN
DOCUMENTS, THE OBLIGATIONS AND/OR THE COLLATERAL OR ANY MATTER ARISING THEREFROM
OR RELATING THERETO, AND (b) WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON
CONVENIENS WITH RESPECT THERETO.
IN ANY SUCH ACTION OR PROCEEDING, BORROWER
WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT OR OTHER PROCESS AND PAPERS
THEREIN AND AGREES THAT THE SERVICE THEREOF
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MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER AT
ITS ADDRESS SET FORTH HEREIN OR OTHER ADDRESS THEREOF OF WHICH LENDER HAS
RECEIVED NOTICE AS PROVIDED IN THIS SECURITY AGREEMENT.
NOTWITHSTANDING THE
FOREGOING, BORROWER CONSENTS TO THE COMMENCEMENT BY LENDER OF ANY ACTION IN ANY
OTHER JURISDICTION TO ENFORCE ITS RIGHTS IN AND TO THE COLLATERAL.
(f)If more than one party shall sign this Security Agreement, the term
"Borrower" shall mean all such parties and each of them and all such parties
shall be jointly and severally obligated hereunder. All rights of Lender shall
inure to the benefit of the Lender's successors and assigns, and all obligations
of Borrower shall bind Borrower's successors and assigns.
(g)This Security Agreement contains the entire agreement between the parties,
and no oral agreements shall be binding.
19.The Borrower represents, certifies, warrants and agrees that the Borrower
understands all of the provisions of this Security Agreement. The Borrower also
agrees that compliance by the Lender with the express provisions of this
Security Agreement shall constitute good faith and shall be considered
reasonable for all purposes.
20.The exact legal name of Borrower is as set forth in the preamble to this
Security Agreement and Borrower has not done business under a previous name,
assumed name, or trade name.
21.Borrower is organized as the type of entity, as under the laws of the
jurisdiction, specified in the preamble to this Security