rights or delegate its duties hereunder without
the prior written consent of Agent.
To the fullest extent permitted by law,
each Pledgor hereby releases Agent, the Creditor Parties and their successors
and permitted assigns, from any liability for any act or omission relating to
this Agreement or the Collateral, except for any liability arising from the
gross negligence or willful misconduct of Agent, or its officers, employees or
agents.
16.
Notices.
All notices from the Agent to any Pledgor shall be sufficiently
given if mailed or delivered to the address of such Pledgor set forth below such
Pledgor's signature block hereto.
17.
Counterparts.
This Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
It
shall not be necessary in making proof of this Agreement to produce or account
for more than one such counterpart.
18.
Headings.
The headings of the sections and subsections hereof are provided
for convenience only and shall not in any way affect the meaning or construction
of any provision of this Agreement
19.
Governing Law; Consent to Jurisdiction and Service of Process; Waiver of
Jury Trial.
(a)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.
THE REFERENCES TO CERTAIN PROVISIONS OF CALIFORNIA LAW CONTAINED HEREIN
ARE MADE ONLY TO THE EXTENT THAT CALIFORNIA LAW IS REQUIRED TO BE APPLIED
DESPITE THE EXPRESSED INTENTION OF THE UNDERSIGNED AND CREDITOR PARTIES THAT NEW
YORK LAW GOVERNS THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO.
EACH PLEDGOR
HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE
COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR
AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY PLEDGOR, ON THE ONE HAND, AND
AGENT AND CREDITOR PARTIES, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR
TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, THAT AGENT
AND EACH PLEDGOR ACKNOWLEDGE 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 FURTHERPROVIDED, THAT, TO THE EXTENT NECESSARY TO EXERCISE ANY RIGHTS OR
REMEDIES THE HOLDER HAS WITH RESPECT TO COLLATERAL LOCATED IN ANOTHER
JURISDICTION, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE AGENT AND/OR ANY CREDITOR PARTY FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER SUCH JURISDICTION, TO REALIZE ON THE COLLATERAL OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT AND/OR SUCH 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 THAT IT MAY HAVE BASED UPON LACK