Common use of IN CONTROVERSY Clause in Contracts

IN CONTROVERSY. BORROWER AND BACC EACH WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING UNDER THE LOAN DOCUMENTS OR RELATING TO THE DEALINGS OF BORROWER AND BACC AND ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF "FORUM NON CONVENIENS" OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 15. BORROWER ACKNOWLEDGES THAT THIS AGREEMENT EVIDENCES A COMMERCIAL TRANSACTION AND THAT IT COULD, UNDER CERTAIN CIRCUMSTANCES HAVE THE RIGHT UNDER CHAPTER 903a, AS FROM TIME TO TIME AMENDED, OF THE CONNECTICUT GENERAL STATUTES, SUBJECT TO CERTAIN LIMITATIONS, TO NOTICE OF AND HEARING ON THE RIGHT OF BACC TO OBTAIN A PREJUDGMENT REMEDY, SUCH AS ATTACHMENT, GARNISHMENT AND/OR REPLEVIN, UPON COMMENCING ANY LITIGATION AGAINST BORROWER. NOTWITHSTANDING, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE, JUDICIAL HEARING OR PRIOR COURT ORDER TO WHICH IT MIGHT OTHERWISE HAVE THE RIGHT UNDER SAID CHAPTER 903a, AS FROM TIME TO TIME AMENDED, OR UNDER ANY OTHER STATE OR FEDERAL STATUTE OR CONSTITUTION IN CONNECTION WITH THE OBTAINING BY BACC OF ANY PREJUDGMENT REMEDY BY REASON OF THIS AGREEMENT, OR BY REASON OF BORROWER'S OBLIGATIONS OR ANY RENEWALS OR EXTENSIONS OF THE SAME. BORROWER ALSO WAIVES ANY AND ALL OBJECTIONS WHICH IT MIGHT OTHERWISE ASSERT, NOW OR IN THE FUTURE, TO THE EXERCISE OR USE BY BACC OF ANY RIGHT OF SETOFF, REPOSSESSION OR SELF HELP AS MAY PRESENTLY EXIST UNDER THE STATUTE OR COMMON LAW. The provisions of this paragraph shall be governed by, construed and enforced in accordance with the laws of the State of Connecticut. Borrower and BACC have executed and delivered this Agreement as of the date first above written. FARMSTEAD TELEPHONE GROUP, INC. a Delaware corporation Signed by: /s/ Robert G. LaVigne Print Name: Xxxxxx X. XxVigne Title/Capacixx: Xxxxxxxxx Xxce President and Chief Financial Officer BUSINESS ALLIANCE CAPITAL CORP. a Delaware corporation Signed by: Print Name: Title/Capacity:

IN CONTROVERSY. EACH BORROWER AND BACC EACH MEMBER OF THE LENDER GROUP WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING UNDER THE LOAN DOCUMENTS OR RELATING TO THE DEALINGS OF BORROWER AND BACC AND ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF "FORUM NON CONVENIENS" CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 1513. EACH BORROWER ACKNOWLEDGES AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY -76- 84 WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT EVIDENCES MAY BE FILED AS A COMMERCIAL TRANSACTION AND THAT IT COULD, UNDER CERTAIN CIRCUMSTANCES HAVE WRITTEN CONSENT TO A TRIAL BY THE RIGHT UNDER CHAPTER 903a, AS FROM TIME TO TIME AMENDED, OF THE CONNECTICUT GENERAL STATUTES, SUBJECT TO CERTAIN LIMITATIONS, TO NOTICE OF AND HEARING ON THE RIGHT OF BACC TO OBTAIN A PREJUDGMENT REMEDY, SUCH AS ATTACHMENT, GARNISHMENT AND/OR REPLEVIN, UPON COMMENCING ANY LITIGATION AGAINST BORROWERCOURT. NOTWITHSTANDING, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE, JUDICIAL HEARING OR PRIOR COURT ORDER TO WHICH IT MIGHT OTHERWISE HAVE THE RIGHT UNDER SAID CHAPTER 903a, AS FROM TIME TO TIME AMENDED, OR UNDER ANY OTHER STATE OR FEDERAL STATUTE OR CONSTITUTION IN CONNECTION WITH THE OBTAINING BY BACC PERSONAL SERVICE OF ANY PREJUDGMENT REMEDY BY REASON OF THIS AGREEMENT, OR BY REASON OF BORROWER'S OBLIGATIONS OR ANY RENEWALS OR EXTENSIONS OF THE SAME. BORROWER ALSO WAIVES ANY AND ALL OBJECTIONS WHICH PROCESS UPON IT MIGHT OTHERWISE ASSERT, NOW OR AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO SUCH BORROWER AT ITS ADDRESS SET FORTH IN SECTION 12 HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED SIX (6) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE FUTUREU.S. MAILS, TO THE EXERCISE OR USE OR, AT AGENT'S OPTION, BY BACC OF ANY RIGHT OF SETOFFSERVICE UPON JAMEX XXXXXX, REPOSSESSION OR SELF HELP AS MAY PRESENTLY EXIST UNDER THE STATUTE OR COMMON LAW. The provisions of this paragraph shall be governed by, construed and enforced in accordance with the laws of the State of Connecticut. Borrower and BACC have executed and delivered this Agreement as of the date first above written. FARMSTEAD TELEPHONE XXM SPORTS GROUP, INC., 267 XXXXXXX 00 XXXXX, XXXXX XX. a Delaware corporation Signed by: /s/ Robert G. LaVigne Print Name: Xxxxxx X. XxVigne Title/Capacixx: Xxxxxxxxx Xxce President and Chief Financial Officer BUSINESS ALLIANCE CAPITAL CORP0, XXXXXXXXX XXXX, XXXXXXX 00000, XXICH SUCH BORROWER IRREVOCABLY APPOINTS AS ITS AGENT FOR THE PURPOSE OF ACCEPTING SERVICE OF PROCESS WITHIN THE STATE OF GEORGIA, OR SUCH SUBSTITUTE AGENT FOR SUCH PURPOSE OF WHICH SUCH BORROWER SHALL NOTIFY AGENT IN WRITING. a Delaware corporation Signed by: Print Name: Title/Capacity:IN ADDITION, AGENT AGREES TO PROMPTLY FORWARD BY REGISTERED MAIL ANY PROCESS SO SERVED UPON SAID AGENT TO SUCH BORROWER AT ITS ADDRESS SET FORTH BELOW. EACH BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS AS AFORESAID.

IN CONTROVERSY. BORROWER AND BACC EACH WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING UNDER THE LOAN DOCUMENTS OR RELATING TO THE DEALINGS OF BORROWER AND BACC AND ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF "FORUM NON CONVENIENS" OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 15. BORROWER ACKNOWLEDGES THAT THIS AGREEMENT EVIDENCES A COMMERCIAL TRANSACTION AND THAT IT COULD, UNDER CERTAIN CIRCUMSTANCES HAVE THE RIGHT UNDER CHAPTER 903a, AS FROM TIME TO TIME AMENDED, OF THE CONNECTICUT GENERAL STATUTES, SUBJECT TO CERTAIN LIMITATIONS, TO NOTICE OF AND HEARING ON THE RIGHT OF BACC TO OBTAIN A PREJUDGMENT REMEDY, SUCH AS ATTACHMENT, GARNISHMENT AND/OR REPLEVIN, UPON COMMENCING ANY LITIGATION AGAINST BORROWER. NOTWITHSTANDING, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE, JUDICIAL HEARING OR PRIOR COURT ORDER TO WHICH IT MIGHT OTHERWISE HAVE THE RIGHT UNDER SAID CHAPTER 903a, AS FROM TIME TO TIME AMENDED, OR UNDER ANY OTHER STATE OR FEDERAL STATUTE OR CONSTITUTION IN CONNECTION WITH THE OBTAINING BY BACC OF ANY PREJUDGMENT REMEDY BY REASON OF THIS AGREEMENT, OR BY REASON OF BORROWER'S OBLIGATIONS OR ANY RENEWALS OR EXTENSIONS OF THE SAME. BORROWER ALSO WAIVES ANY AND ALL OBJECTIONS WHICH IT MIGHT OTHERWISE ASSERT, NOW OR IN THE FUTURE, TO THE EXERCISE OR USE BY BACC OF ANY RIGHT OF SETOFF, REPOSSESSION OR SELF HELP AS MAY PRESENTLY EXIST UNDER THE STATUTE OR COMMON LAW. The provisions of this paragraph shall be governed by, construed and enforced in accordance with the laws of the State of Connecticut. Borrower and BACC have executed and delivered this Agreement at BACC's place of business in Princeton, New Jersey as of the date first above written. FARMSTEAD TELEPHONE WINDSWEPT ENVIRONMENTAL GROUP, INC. a Delaware corporation Signed by: /s/ Robert G. LaVigne /s/Xxxxxxx X'Xxxxxx -------------------------- Print Name: Xxxxxx X. XxVigne Xxxxxxx X'Xxxxxx Title/CapacixxCapacity: Xxxxxxxxx Xxce Chairman, CFO TRADE-WINDS ENVIRONMENTAL RESTORATION, INC. a New York corporation Signed by: /s/Xxxxxxx X'Xxxxxx -------------------------- Print Name: Xxxxxxx X'Xxxxxx Title/Capacity: President and Chief Financial Officer NORTH ATLANTIC LABORATORIES, INC. a New York corporation Signed by: /s/Xxxxxxx X'Xxxxxx -------------------------- Print Name: Xxxxxxx X'Xxxxxx Title/Capacity: Vice President NEW YORK TESTING LABORATORIES, INC. a Delaware corporation Signed by: /s/Xxxxxxx X'Xxxxxx -------------------------- Print Name: Xxxxxxx X'Xxxxxx Title/Capacity: Vice President BUSINESS ALLIANCE CAPITAL CORP. a Delaware corporation Signed by: /s/Xxxxxxx X. Seinbold -------------------------- Print Name: Xxxxxxx X. Seinbold Title/Capacity:: Senior Vice President Schedule 2.4 Deposit Account of Borrower for Advances Trade-Winds Environmental Restoration, Inc. Account # 842500736765 ---------------------- Bank Name and Wire Transfer Instructions: Chase Manhattan Bank -------------------- ABA # 000000000 Schedule 5.1 EXISTING LIENS WHICH ARE TO CONTINUE Interest of Prestige Factors in the Accounts Receivable of Borrower which shall terminate upon the initial Advance under Section 2.1 hereof. Liens on specific items of equipment as set forth on Exhibit 5.1 annexed hereto.

IN CONTROVERSY. BORROWER LENDER AND BACC EACH WAIVESBORROWER, TO THE EXTENT PERMITTED UNDER APPLICABLE LAWTHEY MAY LEGALLY DO SO, THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING UNDER THE LOAN DOCUMENTS OR RELATING TO THE DEALINGS OF BORROWER AND BACC AND HEREBY WAIVE ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF "FORUM NON CONVENIENS" CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 15. BORROWER ACKNOWLEDGES 13.12 AND STIPULATE THAT THIS AGREEMENT EVIDENCES A COMMERCIAL TRANSACTION THE STATE AND THAT IT COULDFEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, UNDER CERTAIN CIRCUMSTANCES STATE OF CALIFORNIA SHALL HAVE IN PERSONAM JURISDICTION AND VENUE OVER SUCH PARTY FOR THE RIGHT UNDER CHAPTER 903aPURPOSE OF LITIGATING ANY SUCH DISPUTE, AS FROM TIME TO TIME AMENDED, OF THE CONNECTICUT GENERAL STATUTES, SUBJECT TO CERTAIN LIMITATIONS, TO NOTICE OF AND HEARING ON THE RIGHT OF BACC TO OBTAIN A PREJUDGMENT REMEDY, SUCH AS ATTACHMENT, GARNISHMENT AND/OR REPLEVIN, UPON COMMENCING ANY LITIGATION AGAINST BORROWER. NOTWITHSTANDING, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE, JUDICIAL HEARING OR PRIOR COURT ORDER TO WHICH IT MIGHT OTHERWISE HAVE THE RIGHT UNDER SAID CHAPTER 903a, AS FROM TIME TO TIME AMENDEDCONTROVERSY, OR UNDER ANY OTHER STATE PROCEEDING ARISING OUT OF OR FEDERAL STATUTE OR CONSTITUTION IN CONNECTION WITH THE OBTAINING BY BACC OF ANY PREJUDGMENT REMEDY BY REASON OF RELATED TO THIS AGREEMENT, THE AIRCRAFT SECURED PROMISSORY NOTE, OR THE OTHER TRANSACTION DOCUMENTS. TO THE EXTENT PERMITTED BY REASON LAW, SERVICE OF BORROWER'S OBLIGATIONS PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST BORROWER OR ANY RENEWALS LENDER MAY BE MADE BY REGISTERED OR EXTENSIONS OF THE SAMECERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS INDICATED IN SECTION 13.6 ATTACHED HERETO. BORROWER ALSO WAIVES AGREES THAT ANY AND ALL OBJECTIONS WHICH FINAL JUDGMENT RENDERED AGAINST IT MIGHT OTHERWISE ASSERT, NOW IN ANY ACTION OR IN THE FUTURE, PROCEEDING SHALL BE CONCLUSIVE AS TO THE EXERCISE OR USE SUBJECT OF SUCH FINAL JUDGMENT AND MAY BE ENFORCED IN OTHER JURISDICTIONS IN ANY MANNER PROVIDED BY BACC OF ANY RIGHT OF SETOFF, REPOSSESSION OR SELF HELP AS MAY PRESENTLY EXIST UNDER THE STATUTE OR COMMON LAW. The provisions of this paragraph shall be governed by, construed and enforced in accordance with the laws of the State of Connecticut. Borrower and BACC have executed and delivered this Agreement as of the date first above written. FARMSTEAD TELEPHONE GROUP, INC. a Delaware corporation Signed by: /s/ Robert G. LaVigne Print Name: Xxxxxx X. XxVigne Title/Capacixx: Xxxxxxxxx Xxce President and Chief Financial Officer BUSINESS ALLIANCE CAPITAL CORP. a Delaware corporation Signed by: Print Name: Title/Capacity:.

IN CONTROVERSY. BORROWER LENDER AND BACC EACH WAIVESBORROWER, TO THE EXTENT PERMITTED UNDER APPLICABLE LAWTHEY MAY LEGALLY DO SO, THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING UNDER THE LOAN DOCUMENTS OR RELATING TO THE DEALINGS OF BORROWER AND BACC AND HEREBY WAIVE ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF "FORUM NON CONVENIENS" CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 15. BORROWER ACKNOWLEDGES 13.12 AND STIPULATE THAT THIS AGREEMENT EVIDENCES A COMMERCIAL TRANSACTION THE STATE AND THAT IT COULDFEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, UNDER CERTAIN CIRCUMSTANCES STATE OF CALIFORNIA SHALL HAVE IN PERSONAM JURISDICTION AND VENUE OVER SUCH PARTY FOR THE RIGHT UNDER CHAPTER 903aPURPOSE OF LITIGATING ANY SUCH DISPUTE, AS FROM TIME TO TIME AMENDED, OF THE CONNECTICUT GENERAL STATUTES, SUBJECT TO CERTAIN LIMITATIONS, TO NOTICE OF AND HEARING ON THE RIGHT OF BACC TO OBTAIN A PREJUDGMENT REMEDY, SUCH AS ATTACHMENT, GARNISHMENT AND/OR REPLEVIN, UPON COMMENCING ANY LITIGATION AGAINST BORROWER. NOTWITHSTANDING, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE, JUDICIAL HEARING OR PRIOR COURT ORDER TO WHICH IT MIGHT OTHERWISE HAVE THE RIGHT UNDER SAID CHAPTER 903a, AS FROM TIME TO TIME AMENDEDCONTROVERSY, OR UNDER ANY OTHER STATE PROCEEDING ARISING OUT OF OR FEDERAL STATUTE OR CONSTITUTION IN CONNECTION WITH THE OBTAINING BY BACC OF ANY PREJUDGMENT REMEDY BY REASON OF RELATED TO THIS AGREEMENT, THE NOTE, OR THE OTHER TRANSACTION DOCUMENTS. TO THE EXTENT PERMITTED BY REASON LAW, SERVICE OF BORROWER'S OBLIGATIONS PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST BORROWER OR ANY RENEWALS LENDER MAY BE MADE BY REGISTERED OR EXTENSIONS OF THE SAMECERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS INDICATED IN SECTION 13.6 ATTACHED HERETO. BORROWER ALSO WAIVES AGREES THAT ANY AND ALL OBJECTIONS WHICH FINAL JUDGMENT RENDERED AGAINST IT MIGHT OTHERWISE ASSERT, NOW IN ANY ACTION OR IN THE FUTURE, PROCEEDING SHALL BE CONCLUSIVE AS TO THE EXERCISE OR USE SUBJECT OF SUCH FINAL JUDGMENT AND MAY BE ENFORCED IN OTHER JURISDICTIONS IN ANY MANNER PROVIDED BY BACC OF ANY RIGHT OF SETOFF, REPOSSESSION OR SELF HELP AS MAY PRESENTLY EXIST UNDER THE STATUTE OR COMMON LAW. The provisions of this paragraph shall be governed by, construed and enforced in accordance with the laws of the State of Connecticut. Borrower and BACC have executed and delivered this Agreement as of the date first above written. FARMSTEAD TELEPHONE GROUP, INC. a Delaware corporation Signed by: /s/ Robert G. LaVigne Print Name: Xxxxxx X. XxVigne Title/Capacixx: Xxxxxxxxx Xxce President and Chief Financial Officer BUSINESS ALLIANCE CAPITAL CORP. a Delaware corporation Signed by: Print Name: Title/Capacity:.