BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH
A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. WITHOUT IN ANY WAY LIMITING THE PRECEDING
CONSENTS TO PERSONAL JURISDICTION AND VENUE, THE PARTIES AGREE TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ACCORDANCE WITH SECTION
5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE, AS AMENDED, OR ANY
CORRESPONDING OR SUCCEEDING PROVISIONS THEREOF.
(D)
SERVICE OF PROCESS; NOTICES. EACH PARTY TO THIS AGREEMENT
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS AND DELIVERY OF NOTICES PROVIDED FOR
HEREUNDER IN THE MANNER PROVIDED FOR NOTICES IN THE PURCHASE AGREEMENT. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
25.
WAIVER OF JURY TRIAL. THE GRANTORS AND THE PURCHASERS HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
26.
MISCELLANEOUS; AGREEMENT TO BE BOUND BY PROVISIONS OF TRANSACTION
DOCUMENTS APPLICABLE TO GRANTOR. THE HEADINGS OF EACH SECTION OF THIS AGREEMENT
ARE FOR CONVENIENCE ONLY AND SHALL NOT DEFINE OR LIMIT THE PROVISIONS THEREOF.
THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE BINDING UPON
THE GRANTORS AND THEIR
17
RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE
PURCHASERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. IF ANY TERM OF THIS
AGREEMENT SHALL BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY OF
ALL OTHER TERMS HEREOF SHALL IN NO WAY BE AFFECTED THEREBY, AND THIS AGREEMENT
SHALL BE CONSTRUED AND BE ENFORCEABLE AS IF SUCH INVALID, ILLEGAL OR
UNENFORCEABLE TERM HAD NOT BEEN INCLUDED HEREIN. THE GRANTORS ACKNOWLEDGE
RECEIPT OF A COPY OF THIS AGREEMENT. EACH GRANTOR AGREES TO BE BOUND BY EACH
PROVISION OF EVERY OTHER TRANSACTION DOCUMENT WHICH PURPORTS TO BE APPLICABLE TO
IT AS IF SUCH PROVISION WERE SET FORTH HEREIN.
27.
SUBSIDIARIES. BORROWER SHALL CAUSE EACH EXISTING AND FUTURE
SUBSIDIARY THAT HAS ASSETS OF $10,000 OR MORE TO COMPLETE, EXECUTE AND DELIVER
TO THE PURCHASERS, THE FORM OF ASSUMPTION AGREEMENT ATTACHED AS ANNEX 1 AND SUCH
OTHER DOCUMENTS AS THE PURCHASERS SHALL REASONABLY REQUEST, INCLUDING, WITHOUT
LIMITATION, EVIDENCE OF GOOD STANDING OF SUCH AFFILIATE AND LIEN SEARCHES, ALL
IN FORM AND SUBSTANCE ACCEPTABLE TO THE PURCHASERS.
28.
LIMITED RECOURSE GUARANTY. EACH SUBSIDIARY THAT BECOMES A GRANTOR
(EACH A "SUBSIDIARY GRANTOR") HEREBY UNCONDITIONALLY GUARANTEES THE PAYMENT WHEN
DUE OF ALL OBLIGATIONS, PROVIDED, HOWEVER, THAT RECOURSE UNDER THIS PROVISION IS
LIMITED TO THE ASSETS OF THE SUBSIDIARY GRANTOR THAT ARE, OR WILL BE, INCLUDED
AS PART OF THE COLLATERAL. THIS GUARANTY IS IRREVOCABLE AND WILL NOT BE AFFECTED
BY ANY RELEASE OF ANY GRANTOR OR SURRENDER, EXCHANGE, COMPROMISE OR