and indemnities of Borrower set forth herein and in the other Loan
Documents shall be the joint and several obligations of such persons and/or
entities.
22.
JURISDICTION.
BORROWER AND VALIDITY GUARANTOR AGREE THAT ANY ACTION TO ENFORCE
BORROWER'S OR VALIDITY GUARANTOR'S OBLIGATIONS TO CRESTMARK SHALL BE PROSECUTED
EITHER IN THE CIRCUIT COURT OF OAKLAND COUNTY MICHIGAN OR THE UNITED STATES
DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN (UNLESS CRESTMARK, IN ITS
SOLE DISCRETION, ELECTS SOME OTHER JURISDICTION), AND BORROWER AND VALIDITY
GUARANTOR SUBMIT TO THE JURISDICTION OF ANY SUCH COURT SELECTED BY CRESTMARK.
BORROWER AND VALIDITY GUARANTOR WAIVE ANY AND ALL RIGHTS TO CONTEST THE
JURISDICTION AND VENUE OF ANY ACTION BROUGHT IN THIS MATTER AND BORROWER AND
VALIDITY GUARANTOR MAY BRING ANY ACTION AGAINST CRESTMARK ONLY IN THE CIRCUIT
COURT FOR THE COUNTY OF OAKLAND OR THE FEDERAL COURT OR THE UNITED STATES
DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN.
23.
WAIVER.
ALL PARTIES, INCLUDING BORROWER AND VALIDITY GUARANTOR EACH KNOWINGLY
AND VOLUNTARILY WAIVE ANY CONSTITUTIONAL RIGHT TO A TRIAL BY JURY WITH RESPECT
TO ANY CLAIM, DISPUTE OR CONFLICT BETWEEN THE PARTIES OR UNDER THE LOAN
DOCUMENTS AND AGREE THAT ANY LITIGATION SHALL BE HEARD BY A COURT OF COMPETENT
JURISDICTION SITTING WITHOUT A JURY.
BORROWER AND VALIDITY GUARANTOR
ACKNOWLEDGE THAT THEY HAVE HAD THE OPPORTUNITY TO REVIEW THE EFFECT OF THIS
PROVISION WITH COUNSEL OF THEIR CHOICE.
24.
RELEASE.
BORROWER AND VALIDITY GUARANTOR RELEASE AND FOREVER DISCHARGE
CRESTMARK, ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND DIRECTORS FROM ANY
AND ALL CLAIMS OF ANY KIND WHATSOEVER FROM THE BEGINNING OF TIME TO DATE OF THIS
AGREEMENT.
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The parties have executed this Agreement as of the date and year first written
above.
CRESTMARK:
BORROWER:
CRESTMARK COMMERCIAL
KMHVC, INC.
CAPITAL LENDING LLC
By:
/s/Christy Morgan
By:
/s/Matthew C. Flemming
Christy Morgan, 1st Vice President, Legal
Matthew C. Flemming, CEO
VALIDITY GUARANTOR:
The undersigned Validity Guarantor by signing
APACHE ENERGY SERVICES, LLC
this Agreement agrees it has been read and
understands the Agreement and Validity Guarantor
By:
/s/Matthew C. Flemming
agrees to all of its terms.
Matthew C. Flemming, CEO
By:
/s/Matthew C. Flemming
Matthew C. Flemming, Individually
The extent of Validity Guarantor's obligations
herein will be subject to that which is set forth in
the Guaranty of Validity.
2346668.2
12