Agreement
and the other Transaction Documents, the purchase or transfer by the Purchaser
of any Note or portion thereof or interest therein, the payment of any Note and
the termination of this Agreement and shall survive until the termination as
provided under the Indenture.
Section 5.12 Submission to Jurisdiction; Waivers. EACH OBLIGOR AND THE PURCHASER
HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(1) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND
ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK LOCATED IN NEW YORK COUNTY, AND
APPELLATE COURTS FROM ANY THEREOF;
(2) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS
AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING
WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;
(3) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE
EFFECTED BY MAILING A
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COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM
OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SECTION 5.2
OR AT SUCH OTHER ADDRESS OF WHICH THE INDENTURE TRUSTEE SHALL HAVE BEEN NOTIFIED
PURSUANT THERETO; AND
(4) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN
ANY OTHER JURISDICTION.
Section 5.13 WAIVERS OF JURY TRIAL. EACH OBLIGOR AND THE PURCHASER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR
INSTRUMENT RELATED HERETO AND FOR ANY COUNTERCLAIM THEREIN.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers as of the day and year first above
written.
IMPERIAL HOLDINGS, INC., as Issuer By:
/s/ Antony Mitchell
Name:
Antony Mitchell
Title:
Chief Executive Officer HARBORDALE, LLC, as
Guarantor By:
/s/ Antony Mitchell
Name:
Antony Mitchell
Title:
Chief Executive Officer IMPERIAL LIFE AND
ANNUITY SERVICES, LLC, as Guarantor By:
Imperial Holdings, Inc., its sole
member By:
/s/ Antony Mitchell
Name:
Antony Mitchell
Title:
Chief Executive Officer IMPERIAL PREMIUM
FINANCE, LLC, as Guarantor By:
/s/ Antony Mitchell
Name:
Antony Mitchell
Title:
Chief Executive Officer RED REEF
ALTERNATIVE INVESTMENTS, LLC, as Guarantor By:
/s/ Antony Mitchell
Name:
Antony Mitchell
Title:
Chief Executive Officer
[Note Purchase Agreement Signature Page]
WASHINGTON SQUARE FINANCIAL, LLC, as Guarantor By
/s/ Antony Mitchell
Name:
Antony Mitchell
Title:
Chief Executive Officer IMPERIAL FINANCING
& TRADING, LLC, as Guarantor By:
/s/ Antony Mitchell
Name: