AGREEMENT OR ANY OF THE OTHER
DOCUMENTS, PROVIDED, THAT EACH PLEDGOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE
COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW
YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT
SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE OR ANY OTHER CREDITOR PARTY
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
COLLECT THE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR
THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
PLEDGEE AND/OR ANY OTHER CREDITOR PARTY.
EACH PLEDGOR EXPRESSLY SUBMITS AND
CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
SUCH COURT, AND EACH PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED
UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.
EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH IN THE SECURITIES PURCHASE
AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
SUCH PLEDGOR'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE
U.S. MAILS, PROPER POSTAGE PREPAID.
8
THE PARTIES HERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE
BENEFITS OF THE JUDICIAL SYSTEM AND/OR OF ARBITRATION, THE PARTIES HERETO WAIVE
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE
PLEDGEE AND/OR ANY OTHER CREDITOR PARTY, ON THE ONE HAND, AND/OR ANY PLEDGOR, ON
THE OTHER HAND, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY
OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.
IT IS UNDERSTOOD AND AGREED THAT ANY PERSON OR ENTITY THAT DESIRES TO BECOME A
PLEDGOR HEREUNDER, OR IS REQUIRED TO EXECUTE A COUNTERPART OF THIS AGREEMENT
AFTER THE DATE HEREOF PURSUANT TO THE REQUIREMENTS OF ANY DOCUMENT, SHALL BECOME
A PLEDGOR HEREUNDER BY (X) EXECUTING A JOINDER AGREEMENT IN FORM AND SUBSTANCE
SATISFACTORY TO THE PLEDGEE, (Y) DELIVERING SUPPLEMENTS TO SUCH EXHIBITS AND
ANNEXES TO SUCH DOCUMENTS AS THE PLEDGEE SHALL REASONABLY REQUEST AND/OR SET
FORTH IN SUCH JOINDER AGREEMENT AND (Z) TAKING ALL ACTIONS AS SPECIFIED IN THIS
AGREEMENT AS WOULD HAVE BEEN TAKEN BY SUCH PLEDGOR HAD IT BEEN AN ORIGINAL PARTY
TO THIS AGREEMENT, IN EACH CASE WITH ALL DOCUMENTS REQUIRED ABOVE TO BE
DELIVERED TO THE PLEDGEE AND WITH ALL DOCUMENTS AND ACTIONS REQUIRED ABOVE TO BE
TAKEN TO THE REASONABLE SATISFACTION OF THE PLEDGEE.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL
BE