OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
10.15 Waiver of Jury Trial. EACH SECURED PARTY AND THE BORROWER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS
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THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY SUCH SECURED PARTY OR THE BORROWER IN CONNECTION
HEREWITH OR THEREWITH. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION
OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR EACH SECURED PARTY ENTERING INTO THIS AGREEMENT AND EACH
SUCH OTHER LOAN DOCUMENT.
10.16 Waiver of Requirements with Regard to Secured Consignment Agreements. The
Borrower, the Co-Borrowers and the Lenders acknowledge the following:
(a) From time to time the Borrower or a Co-Borrower has entered into and will
desire to enter into agreements with third parties whereby the Borrower or a
Co-Borrower will accept goods on consignment from such third party and will be
required to authorize said third party to file one or more UCC financing
statements covering the goods consigned or to be consigned under such agreement
(a "Secured Consignment Agreement");
(b) The Borrower Pledge and Security Agreement and the Subsidiary Pledge and
Security Agreement prohibit new financing statements or Liens on the Collateral
(See Sections 3.5 and 4.8 thereof); and
(c) Collateral includes Inventory and Inventory includes "all goods in which the
Grantor has an interest (including goods in which the Grantor has an interest or
right as consignee)" (See Sections 2.1 and 2.1(d) of the Borrower Pledge and
Security Agreement and the Subsidiary Pledge and Security Agreement).
Notwithstanding anything to the contrary set forth in this Agreement or any
other Loan Document, any violation of the terms of this Agreement or any other
Loan Document, especially including but not limited to Sections 3.5 and 4.8(b)
of the Borrower Pledge and Security Agreement and/or the Subsidiary Pledge and
Security Agreement, that would result from a Secured Consignment Agreement shall
be and is hereby waived and consent thereto shall be and is hereby given in
accordance with Section 10.1 of this Agreement, subject, in each case, to the
condition that the Borrower and any such Co-Borrower shall have obtained and
delivered to the Agent, an agreement