EACH PARTY HERETO HEREBY AGREES AND CONSENTS
THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH
PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
(B)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PLEDGOR WAIVES
ANY RIGHTS TO INTERPOSE ANY DEFENSE, COUNTERCLAIM OR OFFSET OF ANY NATURE AND
DESCRIPTION WHICH IT MAY HAVE OR WHICH MAY EXIST BETWEEN AND AMONG COLLATERAL
AGENT, THE MEZZANINE INVESTORS, AND/OR PLEDGOR WITH RESPECT TO PLEDGOR'S
OBLIGATIONS UNDER THIS AGREEMENT WHICH ARISE FROM OR RELATE TO (I) THE FAILURE
OF CONSIDERATION, ENFORCEABILITY (EXCEPT FOR ANY SUCH DEFENSE OR COUNTERCLAIM
ARISING OR EXISTING WITH RESPECT TO SECTION 23(D)), PAYMENT (OTHER THAN THE
INDEFEASIBLE CASH PAYMENT OF THE WARRANT OBLIGATIONS), STATUTE OF LIMITATIONS,
ACCORD AND SATISFACTION, USURY OR (II) THE EXERCISE BY THE COLLATERAL AGENT OF
ITS RIGHTS AND REMEDIES HEREUNDER IN ACCORDANCE WITH THIS AGREEMENT AND
APPLICABLE LAWS.
(C)
PLEDGOR WAIVES ANY AND ALL RIGHTS TO DEMAND FOR PAYMENT AND ANY
RIGHT TO NOTICE OF THE EXERCISE OF ANY OF THE RIGHTS OR REMEDIES BY OR ON BEHALF
OF THE COLLATERAL AGENT INCLUDING WITH RESPECT TO ANY SALE OR DISPOSITION OF
COLLATERAL OR OF ANY DEFAULT, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN.
19.
JURISDICTION.
EACH OF THE PLEDGOR AND THE COLLATERAL AGENT EXPRESSLY CONSENTS TO THE
NON-EXCLUSIVE JURISDICTION OF THE COURTS IN THE STATE OF NEW YORK SITTING IN THE
COUNTY OF NEW YORK AND THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT
OF NEW YORK IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY ANY
MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS
AGREEMENT.
EACH OF THE PLEDGOR AND THE COLLATERAL AGENT FURTHER CONSENTS THAT
ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION,
ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS
OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER,
MAY BE SERVED IN THE MANNER PROVIDED IN SECTION 16 HEREOF.
EACH OF THE
COLLATERAL AGENT AND THE PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE
OF ANY SUCH ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON
LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.
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20.
NO WAIVER; CUMULATIVE REMEDIES.
Any and all of Collateral Agent's and the Mezzanine Investors' rights with
respect to the Liens granted under this Agreement shall continue unimpaired, and
Pledgor shall be and remain obligated in accordance with the terms hereof,
notwithstanding (a) the bankruptcy, insolvency or reorganization of Pledgor, (b)
the release or substitution of any item of the Collateral at any time, or of any
rights or interests therein, or (c) any delay, extension of time, renewal,
compromise or other indulgence granted by Collateral Agent and the Mezzanine
Investors in reference to