the
provisions hereof.
7.10.
COUNTERPARTS.
This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Signatures delivered by
PDF or fax or other similar electronic means shall be deemed originals.
7.11.
SEVERABILITY.
In the event that any provision of this Agreement
is deemed to be invalid, illegal or unenforceable by reason of the operation of
any law or by reason of the interpretation placed thereon by any court or
governmental authority, the validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby, and the affected provision shall be modified to the minimum
extent permitted by law so as most fully to achieve the intention of this
Agreement.
7.12.
TERMINATION OF AGREEMENT.
This Agreement shall remain in full
force and effect until the Senior Debt is Paid in Full after which this
Agreement shall terminate without further action on the part of the parties
hereto.
7.13.
APPLICABLE LAW.
This Agreement shall be governed by and shall be
construed and enforced in accordance with the internal laws of New York
applicable therein and, without regard to conflicts of law principles.
7.14.
CONSENT TO JURISDICTION.
THE SUBORDINATED CREDITOR HEREBY
CONSENTS AND AGREES THAT THE COURTS LOCATED IN NEW YORK SHALL HAVE NON-EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT PROVIDED, THAT SUBORDINATED CREDITOR AND THE COMPANY
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF NEW YORK; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE
DEEMED OR OPERATE TO PRECLUDE SENIOR AGENT FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER JURISDICTION TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER RENDERED IN FAVOR OF SENIOR AGENT.
SUBORDINATED CREDITOR EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT FOR SUCH ENFORCEMENT REMEDIES, AND SUBORDINATED
CREDITOR HEREBY WAIVES ANY OBJECTION THAT SUBORDINATED CREDITOR MAY HAVE BASED
UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND
HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT.
SUBORDINATED CREDITOR HEREBY WAIVES PERSONAL SERVICE
OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT
AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS SET
FORTH IN SECTION 9 OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR 3 BUSINESS
DAYS AFTER DEPOSIT IN THE MAIL, PROPER POSTAGE PREPAID.
17
7.15.
WAIVER OF JURY TRIAL.
SUBORDINATED CREDITOR AND SENIOR
AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT