OR INSOLVENCY LAW RELATING TO OR
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, COMMON LAW OR
EQUITABLE DOCTRINE, THEN TO THE EXTENT OF ANY SUM NOT FINALLY RETAINED BY THE
PLEDGEE OR SUCH OTHER CREDITOR PARTY, EACH PLEDGOR'S OBLIGATIONS TO THE PLEDGEE
AND THE OTHER CREDITOR PARTIES SHALL BE REINSTATED AND THIS AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT (OR BE REINSTATED) UNTIL PAYMENT SHALL HAVE BEEN
MADE TO THE PLEDGEE AND THE OTHER CREDITOR PARTIES, WHICH PAYMENT SHALL BE DUE
ON DEMAND.
CAPTIONS.
ALL CAPTIONS IN THIS AGREEMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT CONSTITUTE PART OF THIS AGREEMENT FOR ANY OTHER
PURPOSE.
MISCELLANEOUS.
THIS AGREEMENT CONSTITUTES THE ENTIRE AND FINAL AGREEMENT AMONG
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CHANGED,
TERMINATED OR OTHERWISE VARIED EXCEPT BY A WRITING DULY EXECUTED BY THE PARTIES
HERETO. NO WAIVER OF ANY TERM OR CONDITION OF THIS AGREEMENT, WHETHER BY DELAY,
OMISSION OR OTHERWISE, SHALL BE EFFECTIVE UNLESS IN WRITING AND SIGNED BY THE
PARTY SOUGHT TO BE CHARGED, AND THEN SUCH WAIVER SHALL BE EFFECTIVE ONLY IN THE
SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN. IN THE EVENT THAT ANY
PROVISION OF THIS AGREEMENT OR THE APPLICATION THEREOF TO ANY PLEDGOR OR ANY
CIRCUMSTANCE IN ANY JURISDICTION GOVERNING THIS AGREEMENT SHALL, TO ANY EXTENT,
BE INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE, REGULATION, OR RULE OF
LAW, SUCH PROVISION SHALL BE
7
DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT THEREWITH AND SHALL BE
DEEMED MODIFIED TO CONFORM TO SUCH STATUTE, REGULATION OR RULE OF LAW, AND THE
REMAINDER OF THIS AGREEMENT AND THE APPLICATION OF ANY SUCH INVALID OR
UNENFORCEABLE PROVISION TO PARTIES, JURISDICTIONS, OR CIRCUMSTANCES OTHER THAN
TO WHOM OR TO WHICH IT IS HELD INVALID OR UNENFORCEABLE SHALL NOT BE AFFECTED
THEREBY, NOR SHALL SAME AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT.
THIS AGREEMENT SHALL BE BINDING UPON EACH PLEDGOR, AND EACH PLEDGOR'S SUCCESSORS
AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE PLEDGEE AND ITS SUCCESSORS
AND ASSIGNS FOR THE RATABLE BENEFIT OF THE CREDITOR PARTIES.
ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR PERMITTED PURSUANT TO THIS
AGREEMENT SHALL BE GIVEN IN ACCORDANCE WITH THE SECURITIES PURCHASE AGREEMENT.
THIS AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.
EACH PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE AND/OR FEDERAL COURTS
LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY PLEDGOR,
ON THE ONE HAND, AND THE PLEDGEE AND/OR ANY OTHER CREDITOR PARTY, ON THE OTHER
HAND, PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR TO ANY
MATTER ARISING OUT OF OR RELATED TO THIS