THE NEW YORK GENERAL
OBLIGATIONS LAW) THEREOF, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION
OF THE INTERESTS OF THE LENDER IN THE PLEDGED RECEIVABLES, OR REMEDIES
HEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
THAN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.
SECTION 9.07 CONSENT TO JURISDICTION; SERVICE OF PROCESS.
(a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER OR FREEDOM FINANCIAL
ARISING OUT OF OR RELATING HERETO OR ANY OTHER TRANSACTION DOCUMENT, OR ANY OF
THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
DELIVERING THIS AGREEMENT, EACH OF BORROWER AND FREEDOM FINANCIAL, FOR ITSELF
AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND
UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b)
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO BORROWER OR FREEDOM FINANCIAL, AS
APPLICABLE, AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 9.02 AND TO ANY
PROCESS AGENT SELECTED IN ACCORDANCE WITH SECTION 3.01(e) ABOVE IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER THE BORROWER AND FREEDOM FINANCIAL IN ANY SUCH
PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING
SERVICE IN EVERY RESPECT; AND (e) AGREES THAT ADMINISTRATOR AND LENDER RETAIN
THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING
PROCEEDINGS AGAINST BORROWER AND FREEDOM FINANCIAL IN THE COURTS OF ANY OTHER
JURISDICTION.
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(b) EACH OF BORROWER AND FREEDOM FINANCIAL HEREBY AGREES THAT PROCESS MAY BE
SERVED ON IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE ADDRESSES
PERTAINING TO IT AS SPECIFIED IN SECTION 9.02 OR ON CT CORPORATION SYSTEM,
LOCATED AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011, AND HEREBY APPOINTS CT
CORPORATION SYSTEM, AS ITS AGENT TO RECEIVE SUCH SERVICE OF PROCESS. ANY AND ALL
SERVICE OF PROCESS AND ANY OTHER NOTICE IN ANY SUCH ACTION, SUIT OR PROCEEDING
SHALL BE EFFECTIVE AGAINST BORROWER OR FREEDOM FINANCIAL IF GIVEN BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER MEANS OR MAIL WHICH
REQUIRES A SIGNED RECEIPT, POSTAGE PREPAID, MAILED AS PROVIDED ABOVE. IN THE
EVENT NATIONAL CORPORATE RESEARCH, LTD. SHALL NOT BE ABLE TO ACCEPT SERVICE OF
PROCESS AS AFORESAID AND IF BORROWER OR FREEDOM FINANCIAL SHALL NOT MAINTAIN AN
OFFICE IN NEW YORK CITY, BORROWER AND FREEDOM FINANCIAL SHALL PROMPTLY APPOINT
AND MAINTAIN AN AGENT QUALIFIED TO ACT AS AN AGENT FOR SERVICE OF PROCESS WITH
RESPECT TO THE COURTS SPECIFIED IN THIS SECTION 9.07 ABOVE, AND ACCEPTABLE TO
THE ADMINISTRATOR,