DESCRIBED ABOVE (EXCEPT THAT PLEDGEE AND THE SECURED
B-2
PARTIES SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY
PLEDGOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH THE
PLEDGEE DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON ANY COLLATERAL AT
ANY TIME GRANTED BY THE BORROWER OR ANY PLEDGOR TO PLEDGEE OR ANY SECURED PARTY
OR TO OTHERWISE ENFORCE ITS RIGHTS AGAINST ANY PLEDGOR OR ITS PROPERTY). THE
UNDERSIGNED HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION
AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND
ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL
PROCESS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING. IF FOR ANY REASON CT
CORPORATION SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THE UNDERSIGNED AGREES
TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT ON THE TERMS AND FOR THE
PURPOSES OF THIS PROVISION SATISFACTORY TO THE PLEDGEE. THE UNDERSIGNED HEREBY
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY CERTIFIED MAIL (RETURN RECEIPT
REQUESTED) DIRECTED TO ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HEREOF AND
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME
SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS, OR, AT PLEDGEE'S OPTION, BY
SERVICE UPON ANY PLEDGOR IN ANY OTHER MANNER PROVIDED UNDER THE RULES OF ANY
SUCH COURTS. WITHIN SIXTY (60) DAYS AFTER SUCH SERVICE, ANY PLEDGOR SO SERVED
SHALL APPEAR IN ANSWER TO SUCH PROCESS, FAILING WHICH SUCH PLEDGOR SHALL BE
DEEMED IN DEFAULT AND JUDGMENT MAY BE ENTERED BY THE PLEDGEE AGAINST SUCH
PLEDGOR FOR THE AMOUNT OF THE CLAIM AND OTHER RELIEF REQUESTED.
SECTION 8. WITHOUT LIMITING THE EFFECT OF SECTION 8 OF THE PLEDGE
AGREEMENT, THE UNDERSIGNED HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS SUPPLEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR THERETO IN RESPECT OF THIS
SUPPLEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO
OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE UNDERSIGNED HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY AND THAT ANY PLEDGOR, ANY SECURED PARTY OR PLEDGEE
MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO
TRIAL BY JURY.
B-3
SECTION 9. This Supplement hereby incorporates by reference the provisions
of the Pledge Agreement, which provisions are deemed to be a part hereof, and
this Supplement shall be deemed to be a part