EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, REPLACEMENTS,
REAFFIRMATIONS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, OR ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
WITH RESPECT TO ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT,
EACH OF PLEDGOR AND LENDER SHALL AND HEREBY DOES SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF
THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK (AND ANY APPELLATE
COURTS TAKING APPEALS THEREFROM). EACH OF PLEDGOR AND LENDER HEREBY WAIVES, TO
THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, AS A
DEFENSE IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, (A) THAT IT IS NOT SUBJECT TO SUCH JURISDICTION OR THAT SUCH ACTION,
SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THOSE COURTS OR
THAT THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY NOT BE ENFORCED IN OR
BY THOSE COURTS OR THAT IT IS EXEMPT OR IMMUNE FROM EXECUTION, (B) THAT THE
ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR (C) THAT THE
VENUE OF THE ACTION, SUIT OR PROCEEDING IS IMPROPER. IN THE EVENT ANY SUCH
ACTION, SUIT, PROCEEDING OR LITIGATION IS COMMENCED, PLEDGOR AGREES THAT SERVICE
OF PROCESS MAY BE MADE, AND PERSONAL JURISDICTION OVER PLEDGOR OBTAINED, BY
SERVICE OF A COPY OF THE SUMMONS, COMPLAINT AND OTHER PLEADINGS REQUIRED TO
COMMENCE SUCH LITIGATION UPON PLEDGOR AT THE ADDRESS OF PLEDGOR AND TO THE
ATTENTION OF SUCH PERSON AS SET FORTH IN THIS SECTION 18.
(k)
No claim may be made by Pledgor against Lender, its affiliates and
its respective directors, officers, employees, or attorneys for any special,
indirect or consequential damages ("Special Damages") in respect of any breach
or wrongful conduct (whether the claim therefor is based on contract, tort or
duty imposed by law), but excluding gross negligence or willful misconduct by
Lender, its Affiliates and its directors, officers, employees and attorneys, in
connection with, arising out of, or in any way related to the transactions
contemplated or relationship established by this Agreement, or any act, omission
or event occurring in connection herewith or therewith; and to the fullest
extent not prohibited by law Pledgor hereby waives, releases and agrees not to
sue upon any such claim for Special Damages, whether or not accrued and whether
or not known or suspected to exist in its favor.
(l)
Irrevocable Proxy.
Solely with respect to Article 8 Matters
(as hereinafter defined), Pledgor hereby irrevocably grants and appoints Lender,
from the date of this Agreement until the termination of this Agreement in
accordance with its terms, as Pledgor's true and lawful proxy, for and in
Pledgor's name, place and stead to vote the Pledged Securities,