WITHIN
THE STATE OF MARYLAND AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH
COURTS.
EACH PARTY HERETO AND EACH OF THE CREDIT PARTIES EXPRESSLY SUBMITS AND
CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS.
EACH PARTY HERETO AND EACH OF THE CREDIT PARTIES HEREBY
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE
OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, ADDRESSED TO SECURED PARTY AND EACH OF THE CREDIT PARTIES AT THEIR
RESPECTIVE ADDRESSES SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE
COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
16.WAIVER OF JURY TRIAL. EACH PARTY HERETO AND EACH OF THE CREDIT PARTIES HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE TERM DEBT DOCUMENTS OR
ANY OF THE ABL LOAN DOCUMENTS.
EACH PARTY HERETO AND EACH OF THE CREDIT PARTIES
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT
AND THE APPLICABLE ABL LOAN DOCUMENTS AND NOTE DOCUMENTS AND THAT EACH WILL
CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
EACH PARTY
HERETO AND EACH OF THE CREDIT PARTIES WARRANTS AND REPRESENTS THAT EACH HAS HAD
THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
17.Term Note Purchaser Purchase Option.
17.1
Agent agrees that it shall give Term Note Purchaser written notice
(a
"Demand/Exercise Event Notice") of any proposed demand by Agent or any other
ABL Lenders with respect to all of the ABL Loans outstanding under the ABL Loan
Agreement and the other ABL Loan Documents, any proposed acceleration of the
maturity of the ABL Loans or any proposed taking of any Enforcement Action
against any of the Common Collateral (including, without limitation, any
proposed private or public foreclosure sale in respect of all or any portion of
the Collateral securing the ABL Loans) (each a "Demand/Exercise Event"):
(a) in
the absence of an Exigent Circumstance, not less than two (2) Business Days
prior to such demand or the issuance of such foreclosure notice or taking of any
of Enforcement Actions (each referred to herein as an "ABL Enforcement Action");
or (b) if, in the judgment of Agent, Exigent Circumstances exist, concurrently
with or as promptly as reasonably practicable after the taking of such action;
provided, however, that the Agent's failure to provide the notice of a ABL
Enforcement Action to the Term Note Purchaser shall not impair any of the
Agent's rights hereunder or under the ABL
Loan Agreement and the
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other ABL Loan Documents as against the Credit Parties, provided, further that
it shall not