AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERSONAL
AND LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS. THIS AGREEMENT AND THE RIGHTS
AND DUTIES OF PLEDGOR HEREUNDER MAY NOT BE ASSIGNED OR DELEGATED WITHOUT THE
PRIOR WRITTEN CONSENT OF THE SECURED PARTY.
17.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS PROHIBITED BY
OR UNENFORCEABLE UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO
THE EXTENT OF SUCH PROHIBITION OR INVALIDITY WITHOUT INVALIDATING THE REMAINDER
OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
18.
ARBITRATION.
EXCEPT AS SET FORTH IN SECTION 19, ANY DISPUTE OR
CONTROVERSY BETWEEN PLEDGOR AND THE SECURED PARTY, WHETHER ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE BREACH OF
5
THIS AGREEMENT, OR OTHERWISE, SHALL BE SUBMITTED TO NON-BINDING MEDIATION.
THE
SECURED PARTY SHALL SELECT THE MEDIATOR.
IN THE EVENT SUCH DISPUTE CAN NOT BE
SETTLED BY MEDIATION, THE DISPUTE SHALL BE SUBMITTED TO ARBITRATION UNDER THE
RULES OF (BUT NOT NECESSARILY ADMINISTERED BY) THE AMERICAN ARBITRATION
ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES THEN IN
EFFECT, AND JUDGMENT ON ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN
ANY COURT HAVING JURISDICTION THEREOF.
ANY ARBITRATION SHALL BE HELD BEFORE A
SINGLE ARBITRATOR WHO SHALL BE SELECTED BY THE AGREEMENT OF PLEDGOR AND THE
SECURED PARTY, UNLESS THE PARTIES ARE UNABLE TO AGREE TO AN ARBITRATOR, IN WHICH
CASE, THE ARBITRATOR WILL BE SELECTED UNDER THE PROCEDURES OF THE AAA.
THE
ARBITRATOR SHALL HAVE THE AUTHORITY TO AWARD ANY REMEDY OR RELIEF THAT A COURT
OF COMPETENT JURISDICTION COULD ORDER OR GRANT, INCLUDING, WITHOUT LIMITATION,
THE ISSUANCE OF AN INJUNCTION.
HOWEVER, EITHER PARTY MAY, WITHOUT INCONSISTENCY
WITH THIS ARBITRATION PROVISION, APPLY TO ANY COURT HAVING JURISDICTION OVER THE
PARTIES AND SEEK INTERIM PROVISIONAL, INJUNCTIVE OR OTHER INTERIM EQUITABLE
RELIEF UNTIL THE ARBITRATION AWARD IS RENDERED OR THE CONTROVERSY IS OTHERWISE
RESOLVED.
EXCEPT AS NECESSARY IN COURT PROCEEDINGS TO ENFORCE THIS ARBITRATION
PROVISION OR AN AWARD RENDERED HEREUNDER, OR TO OBTAIN INTERIM RELIEF, NEITHER A
PARTY NOR AN ARBITRATOR MAY DISCLOSE THE EXISTENCE, CONTENT OR RESULTS OF ANY
ARBITRATION HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF BOTH PLEDGOR AND THE
SECURED PARTY.
PLEDGOR AND THE SECURED PARTY ACKNOWLEDGE THAT THIS AGREEMENT
EVIDENCES A TRANSACTION INVOLVING INTERSTATE COMMERCE.
NOTWITHSTANDING ANY
CHOICE OF LAW PROVISION INCLUDED IN THIS AGREEMENT, THE UNITED STATES FEDERAL
ARBITRATION ACT SHALL GOVERN THE INTERPRETATION AND ENFORCEMENT OF THIS
ARBITRATION PROVISION.
THE ARBITRATION PROCEEDING SHALL BE CONDUCTED IN
CHICAGO, ILLINOIS OR SUCH OTHER LOCATION TO WHICH THE PARTIES MAY AGREE.
THE
SECURED PARTY SHALL PAY THE COSTS OF THE MEDIATOR AND THE ARBITRATOR, BUT EACH
PARTY SHALL BE RESPONSIBLE FOR THEIR OWN LEGAL FEES AND COSTS.
19.
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF ILLINOIS
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
THE PARTIES HERETO AGREE TO
THE EXCLUSIVE JURISDICTION OF THE STATE