sealed instrument and shall be governed
by and construed in accordance with the laws of the State of New York applicable
to contracts made and performed in said State. The headings in this Agreement
are for convenience of reference only and shall not alter or otherwise affect
the meaning hereof.
20. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.
(a) EACH OF THE SUBORDINATED LENDERS AND SENIOR LENDER, TO THE EXTENT
THAT HE OR SHE OR IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE
JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR
THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF HIS OR
HER OR ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE LOAN DOCUMENTS OR WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY, KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY, WAIVES ANY AND ALL OBJECTIONS HE OR
SHE OR IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE
OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT HE OR SHE
OR IT MAY LAWFULLY DO SO, EACH OF THE SUBORDINATED LENDERS CONSENTS TO THE
SERVICE OF PROCESS BY PERSONAL SERVICE OR U.S. CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED, ADDRESSED TO THE PARTIES AT THE ADDRESSES PROVIDED
HEREIN. TO THE EXTENT THAT ANY SUBORDINATED LENDER 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 HIMSELF OR HERSELF OR ITSELF OR HIS OR
HER OR ITS PROPERTY, EACH SUBORDINATED LENDER HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY AND IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF HIS OR HER OR
ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM
EXTENT PERMITTED BY LAW.
(b) WAIVER OF JURY TRIAL. EACH OF THE SUBORDINATED LENDERS AND SENIOR
LENDER HEREBY VOLUNTARILY, KNOWINGLY, INTENTIONALLY, AND IRREVOCABLY WAIVES
TRIAL BY JURY IN RESPECT OF ANY ACTION BROUGHT ON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT, THE SECURITY DOCUMENTS OR ANY OTHER LOAN
DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF SENIOR LENDER RELATING
TO THE ADMINISTRATION OF THE FINANCING UNDER THE LOAN DOCUMENTS OR THE
ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREES THAT NONE OF THE PARTIES WILL SEEK
TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH OF THE
SUBORDINATED LENDERS HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY, AND
IRREVOCABLY WAIVES ANY RIGHT HE OR SHE OR IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION ANY