Agent herein; the Collateral Agent shall,
however, retain all of its rights and powers with respect to any part of the
Pledged Collateral not transferred. Any agent or nominee of the Collateral Agent
shall have the benefit of this Agreement as if named herein and may exercise all
the rights and powers given to the Collateral Agent hereunder.
15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF SAID STATE.
16. Notices. All notices given hereunder shall be given in accordance with the
Note Purchase Agreement.
17. CONSENT TO JURISDICTION. THE PLEDGOR HEREBY CONSENTS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW
YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES THAT, SUBJECT TO COLLATERAL
AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE OTHER RELATED DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. THE
PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND
BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE
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OTHER RELATED DOCUMENTS OR THE OBLIGATIONS UNLESS STAYED IN CONNECTION WITH AN
APPEAL. IF THE PLEDGOR PRESENTLY IS, OR IN THE FUTURE BECOMES, A NONRESIDENT OF
THE STATE OF NEW YORK, THE PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON THE PLEDGOR
BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE
PLEDGOR, AT THE PLEDGOR'S ADDRESS AS SET FORTH IN SECTION 16 OF THIS AGREEMENT
OR AS MOST RECENTLY NOTIFIED BY THE PLEDGOR IN WRITING AND SERVICE SO MADE SHALL
BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED AS AFORESAID.
18. WAIVER OF JURY TRIAL. THE PLEDGOR AND THE COLLATERAL AGENT HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR THE OTHER RELATED DOCUMENTS. THE
PLEDGOR AND THE COLLATERAL AGENT ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED
ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS
AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE
DEALINGS. THE PLEDGOR AND THE COLLATERAL AGENT FURTHER WARRANT AND REPRESENT
THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL.
19. Entire Agreement; Severability. This Agreement and the other Related
Documents represent the entire understanding and agreement between the parties
with respect to the subject matter contained herein and therein, and there are
no other existing agreements or understandings,