THE COUNTY OF NEW YORK, STATE OF
NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED
OR OPERATE TO PRECLUDE THE SENIOR LENDER FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE SENIOR OBLIGATIONS, TO
REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE SENIOR OBLIGATIONS, OR
TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SENIOR CREDITOR. EACH
PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HEREBY WAIVES ANY
OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS. EACH PARTY HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE ADDRESS SET FORTH UNDER SIGNATURE
FOR SUCH PARTY AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT
IN THE U.S. MAILS, PROPER POSTAGE PREPAID.
(c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN SENIOR LENDER, AND/OR
ANY OTHER PARTY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS RELATED HERETO OR THERETO.
4.9. Authorization; No Conflict. Each of the Credit Parties represents and
warrants to all other parties hereto that the execution, delivery and
performance by or on behalf of such party to
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this Agreement has been duly authorized by all necessary action, corporate or
otherwise, does not violate any provision of law, governmental regulation, or
any agreement or instrument by which such party is bound, and requires no
governmental or other consent that has not been obtained and is not in full
force and effect.
4.10. No Third Party Beneficiaries. This Agreement and the rights and benefits
hereof shall inure to the benefit of the Secured Parties and each of their
respective successors and assigns. No other Person shall have or be entitled to
assert rights or benefits hereunder.
4.11. Provisions Solely to Define Relative Rights. (a) The provisions of this
Agreement are and are intended solely for the purpose of defining the relative
rights of the Purchasers on the one hand and the Senior Lender on the other
hand. None of the Company, any other Credit Party or any other creditor thereof
shall have any rights hereunder. Nothing in this Agreement is intended to or
shall impair the obligations of the Company or any other Credit Party, which are