which
when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
This
Agreement shall become effective upon the execution and delivery of a
counterpart hereof by each of the parties hereto.
ARTICLE XXII.
REINSTATEMENT
Section 22.1 Reinstatement.
This Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any amount received by the
Secured Party hereunder or pursuant hereto is rescinded or must otherwise be
restored or returned by the Secured Party, as the case may be, upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of MedPro or
upon the appointment of any intervenor or conservator of, or trustee or similar
official for, MedPro or any substantial part of its assets, or upon the entry of
an order by a bankruptcy court avoiding the payment of such amount, or
otherwise, all as though such payments had not been made.
ARTICLE XXIII.
SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL
Section 23.1 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
(a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
DOCUMENT RELATED HERETO MAY BE BROUGHT IN THE COURTS OF THE BOROUGH OF
MANHATTAN, THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND MEDPRO HEREBY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. MEDPRO AND THE SECURED PARTY
HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND MEDPRO HEREBY IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
JURISDICTIONS.
(b) MEDPRO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE SENDING OF COPIES
THEREOF BY FEDERAL EXPRESS OR OTHER OVERNIGHT COURIER COMPANY, TO MEDPRO AT ITS
ADDRESS SPECIFIED BY SECTION 15.1, SUCH SERVICE TO BECOME EFFECTIVE FOUR DAYS
AFTER DELIVERY TO SUCH COURIER COMPANY.
18
(c) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE SECURED PARTY TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST MEDPRO IN ANY OTHER JURISDICTION.
ARTICLE XXIV.
GOVERNING LAW
Section 24.1 GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS, EXCEPT TO THE EXTENT THE VALIDITY OR PERFECTION OF THE SECURITY
INTEREST HEREUNDER, OR THE REMEDIES HEREUNDER, ARE GOVERNED BY THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK.
[SIGNATURE