TO REALIZE ON
ANY COLLATERAL AT ANY TIME GRANTED BY ANY BORROWER OR ANY OBLIGOR TO AGENT OR
ANY LENDER OR TO OTHERWISE ENFORCE ITS RIGHTS AGAINST ANY OBLIGOR OR ITS
PROPERTY).
(C)
EACH OBLIGOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED
MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO ITS ADDRESS SET FORTH BELOW AND
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME
SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS, OR, AT AGENT'S OPTION, BY
SERVICE UPON ANY OBLIGOR IN ANY OTHER MANNER PROVIDED UNDER THE RULES OF ANY
SUCH COURTS.
WITHIN THIRTY (30) DAYS AFTER SUCH SERVICE, ANY OBLIGOR SO SERVED
SHALL APPEAR IN ANSWER OF SUCH PROCESS, FAILING WHICH SUCH OBLIGOR SHALL BE
DEEMED IN DEFAULT AND JUDGMENT MAY BE ENTERED BY AGENT AGAINST SUCH OBLIGOR FOR
THE AMOUNT OF THE CLAIM AND OTHER RELIEF REQUESTED.
(D)
EACH OBLIGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR ANY
OF THE OTHER FINANCING AGREEMENTS OR (II) IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF ANY OF OBLIGORS AND AGENT OR ANY LENDER IN
RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE
TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.
EACH
OBLIGOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY OBLIGOR,
ANY LENDER OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF OBLIGORS, LENDERS AND AGENT
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(E)
AGENT AND LENDERS SHALL NOT HAVE ANY LIABILITY TO OBLIGORS
(WHETHER IN TORT, CONTRACT, EQUITY OR OTHERWISE) FOR LOSSES SUFFERED BY OBLIGORS
IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE TRANSACTIONS OR
RELATIONSHIPS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT, OMISSION OR EVENT
OCCURRING IN CONNECTION HEREWITH, UNLESS IT IS DETERMINED BY A FINAL AND
NON-APPEALABLE JUDGMENT OR COURT ORDER BINDING ON AGENT OR SUCH LENDER THAT THE
LOSSES WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
IN ANY SUCH LITIGATION, AGENT AND LENDERS SHALL BE ENTITLED
TO THE BENEFIT OF THE REBUTTABLE PRESUMPTION THAT IT ACTED IN GOOD FAITH AND
WITH THE EXERCISE OF ORDINARY CARE IN THE PERFORMANCE BY IT OF THE TERMS OF THE
LOAN AGREEMENT AND THE OTHER FINANCING AGREEMENTS.
SECTION 21.
SUBMISSION TO JURISDICTION.
EACH OBLIGOR HEREBY IRREVOCABLY
CONSENTS AND SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE OF NEW YORK
AND THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, COUNTY OF
NEW YORK, STATE OF
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