PURPOSES OF AFFECTING OR CONTINUING LAURUS' SECURITY
INTEREST IN THE COLLATERAL.
9.
THIS MASTER SECURITY 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
5
STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
ALL OF THE RIGHTS,
REMEDIES, OPTIONS, PRIVILEGES AND ELECTIONS GIVEN TO LAURUS HEREUNDER SHALL
INURE TO THE BENEFIT OF LAURUS' SUCCESSORS AND ASSIGNS.
THE TERM "LAURUS" AS
HEREIN USED SHALL INCLUDE LAURUS, ANY PARENT OF LAURUS', ANY OF LAURUS'
SUBSIDIARIES AND ANY CO-SUBSIDIARIES OF LAURUS' PARENT, WHETHER NOW EXISTING OR
HEREAFTER CREATED OR ACQUIRED, AND ALL OF THE TERMS, CONDITIONS, PROMISES,
COVENANTS, PROVISIONS AND WARRANTIES OF THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF EACH OF THE FOREGOING, AND SHALL BIND THE REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF EACH ASSIGNOR.
10.
EACH ASSIGNOR HEREBY CONSENTS AND AGREES
THAT THE STATE OF 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 ASSIGNOR, ON THE ONE HAND, AND LAURUS, ON THE OTHER HAND,
PERTAINING TO THIS MASTER SECURITY AGREEMENT OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS MASTER SECURITY AGREEMENT, PROVIDED, THAT LAURUS AND EACH
ASSIGNOR 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 MASTER SECURITY AGREEMENT SHALL BE DEEMED
OR OPERATE TO PRECLUDE LAURUS FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN
ANY OTHER JURISDICTION TO COLLECT, THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL
OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF LAURUS.
EACH ASSIGNOR EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND EACH ASSIGNOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.
EACH ASSIGNOR
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUES 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 ASSIGNOR AT THE ADDRESS SET FORTH ON THE SIGNATURE LINES
HERETO AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
SUCH ASSIGNOR'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE
U.S. MAILS, PROPER POSTAGE PREPAID.
The parties 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 of arbitration, the parties hereto waive all rights to
trial by jury in any action, suite, or proceeding brought to resolve any
dispute, whether arising in contract, tort, or otherwise between Laurus, and/or
any Assignor arising out of, connected with,