of the Security Agreement shall govern; provided
however that all of Lender's rights and remedies with respect to the Trademarks
and the Letters Patent, whether established hereby or by the Loan Documents, or
by any other agreements or by law, shall be cumulative and may be exercised
singularly or concurrently.
15.
The provisions of this Agreement are severable, and if any clause
or provision hereof shall be held invalid and unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction and shall not in
any manner affect such clause or provision in any other jurisdiction or any
other clause or provision of this Agreement in any jurisdiction.
16.
This Agreement is subject to modification only by a writing signed
by the parties, except as provided in Paragraph 6 hereof.
This Agreement may be
executed in multiple counterparts.
17.
The Borrower hereby represents, covenants and agrees that the
transaction of which this Agreement forms a part is a "commercial transaction"
as defined by the Statutes of the State of Connecticut.
THE BORROWER HEREBY WAIVES ALL OF ITS RIGHTS TO NOTICE AND PRIOR COURT HEARING
OR COURT ORDER UNDER CONNECTICUT GENERAL STATUTES SECTION 52-278a ET SEQ.,
AS
AMENDED, OR UNDER ANY OTHER STATE OR FEDERAL LAW IN CONNECTION WITH ANY AND ALL
PREJUDGMENT REMEDIES WHICH THE LENDER MAY EMPLOY TO ENFORCE ITS RIGHTS AND
REMEDIES HEREUNDER OR UNDER ANY OF THE LOAN DOCUMENTS, AS WELL AS ITS RIGHT TO
REQUEST THAT LENDER POST A BOND IN CONNECTION WITH ANY SUCH PREJUDGMENT REMEDY.
MORE SPECIFICALLY, THE BORROWER ACKNOWLEDGES THAT LENDER'S ATTORNEY MAY,
PURSUANT TO CONNECTICUT GENERAL STATUTES, SECTION 52-278f, AS AMENDED, ISSUE A
WRIT FOR A PREJUDGMENT REMEDY WITHOUT SECURING A COURT ORDER.
- 5 -
THE BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING OF ANY KIND OR NATURE IN ANY COURT IN WHICH AN ACTION MAY BE
COMMENCED ARISING OUT OF THIS AGREEMENT OR ANY AGREEMENT THEREOF OR OUT OF THE
LOAN DOCUMENTS OR BY REASON OF ANY OTHER CAUSE OR DISPUTE BETWEEN THE BORROWER
AND THE LENDER.
THE BORROWER HEREBY FURTHER AGREES THAT THE FOLLOWING COURTS:
STATE COURT - ANY STATE OR LOCAL COURT OF THE STATE OF CONNECTICUT.
FEDERAL COURT - UNITED STATES DISTRICT COURT FOR THE DISTRICT OF CONNECTICUT.
OR AT THE OPTION OF THE LENDER, ANY COURT IN WHICH THE LENDER SHALL INITIATE
LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER
THE MATTER IN CONTROVERSY, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN THE BORROWER AND THE LENDER PERTAINING DIRECTLY OR
INDIRECTLY TO THIS AGREEMENT OR TO ANY MATTER ARISING IN CONNECTION WITH THIS
AGREEMENT.
THE BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS, HEREBY
WAIVING PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR
PAPERS ISSUED THEREIN, AND AGREEING THAT SERVICE OF