THE SENIOR LENDER SHALL HAVE THE RIGHT, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST THE JUNIOR LENDER TO ENFORCE THE
PROVISIONS HEREOF IN ANY OTHER COURT OF COMPETENT JURISDICTION OR VENUE. EACH OF
THE JUNIOR LENDER AND BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE
LOCATION OF ANY SUCH COURT IN WHICH THE SENIOR LENDER HAS COMMENCED A
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON FORUM NON CONVENIENS.
SECTION 18.
JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO (I)
THIS AGREEMENT OR (II) ANY CONDUCT, ACT OR OMISSION OF THE JUNIOR LENDER,
BORROWER, THE SENIOR LENDER OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATE, IN EACH CASE WHETHER SOUNDING
IN CONTRACT, TORT OR EQUITY OR OTHERWISE.
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SECTION 19.
SERVICE OF PROCESS. THE JUNIOR LENDER HEREBY IRREVOCABLY
DESIGNATES ATLAS MASTER FUND, LTD. AT 650 MADISON AVENUE, NEW YORK, NEW YORK AS
THE DESIGNEE AND AGENT OF THE JUNIOR LENDER TO RECEIVE, FOR AND ON BEHALF OF THE
JUNIOR LENDER, SERVICE OF PROCESS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH
AGENT AT ITS ADDRESS WILL BE PROMPTLY FORWARDED BY MAIL TO THE JUNIOR LENDER,
BUT THE FAILURE OF THE JUNIOR LENDER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN
ANY WAY THE SERVICE OF SUCH PROCESS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
THE SENIOR LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
[SIGNATURE PAGES NEXT FOLLOW]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by
its proper and duly authorized officer or general partner as of the date first
set forth above.
ATLAS MASTER FUND, LTD.
By:
/s/ Scott Schroeder
Name: Scott Schroeder
Title: Authorized Signatory
CAPITALSOURCE FINANCE LLC
By:
/s/ Keith D. Reuben
Name: Keith D. Reuben
Title: President
RITA MEDICAL SYSTEMS, INC.
By:
/s/ Michael Angel
Name: Michael Angel
Title: Chief Financial Officer
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