NEW YORK OR THE UNITED STATES OF AMERICA FOR
THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS THEREOF, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR HEREBY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
OF THE AFORESAID COURTS.
EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, 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, SUIT OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS AND CONSENTS TO
THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE
COURT.
(J)
EACH GRANTOR AND (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS
AGREEMENT) THE SECURED PARTY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE
PARTIES HERETO.
(K)
EACH GRANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY
OF THE AFORESAID COURTS IN ANY SUCH ACTION, SUIT OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR
FORM OF MAIL), POSTAGE PREPAID, TO SUCH GRANTOR AT ITS ADDRESS PROVIDED HEREIN,
SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING.
(L)
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE SECURED
PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY GRANTOR OR ANY PROPERTY OF SUCH
GRANTOR IN ANY OTHER JURISDICTION.
(M)
EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT
MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION, SUIT OR PROCEEDING REFERRED TO
IN THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
(N)
SECTION HEADINGS HEREIN ARE INCLUDED FOR CONVENIENCE OF REFERENCE
ONLY AND SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
(O)
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND
BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER CONSTITUTE ONE IN THE
SAME AGREEMENT.
SECTION 11.
SENIOR DOCUMENTS.
(A)
ANY AMENDMENT TO THE SENIOR DOCUMENTS (AS DEFINED IN THE
SUBORDINATION AGREEMENT) HAVING A MATERIAL ADVERSE EFFECT ON THE SECURED PARTY'S
RIGHTS UNDER THE JUNIOR DOCUMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT),
SHALL BE SUBJECT TO THE PRIOR CONSENT OF THE SECURED PARTY, WHICH SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
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IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and
delivered by its officer thereunto duly authorized, as of the date first above
written.
ANSWERS CORPORATION
By:
Name:
Title:
Address:
GURUNET ISRAEL LTD.
By:
Name:
Title:
Address:
LEXICO