FEDERAL AND STATE COURTS SITTING IN NEW
YORK COUNTY, STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE SUBORDINATED CREDITORS' OR THE DEBTORS'
OBLIGATIONS HEREUNDER AND THE SUBORDINATED CREDITORS AND THE DEBTORS AGREE THAT
ANY PROCESS OR NOTICE OF MOTION OR OTHER APPLICATION TO ANY OF SAID COURTS OR A
JUDGE THEREOF MAY BE SERVED UPON THE SUBORDINATED CREDITORS OR THE DEBTORS
WITHIN OR WITHOUT SUCH COURT'S JURISDICTION BY REGISTERED OR CERTIFIED MAIL
(RETURN RECEIPT REQUESTED) OR BY PERSONAL SERVICE, AT THE ADDRESS OF SUCH PARTY
SPECIFIED NEXT TO ITS SIGNATURE HERETO (OR AT SUCH OTHER ADDRESS AS SUCH PARTY
SHALL SPECIFY BY A PRIOR NOTICE IN WRITING TO THE SENIOR CREDITOR).
(B)
THE SUBORDINATED CREDITORS AND THE DEBTORS HEREBY IRREVOCABLY
WAIVE ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
BROUGHT IN ANY FEDERAL OR STATE COURT SITTING IN NEW YORK COUNTY, STATE OF NEW
YORK, AND HEREBY FURTHER IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
(C)
NOTWITHSTANDING THE FOREGOING, THE SENIOR CREDITOR MAY SUE ANY
SUBORDINATED CREDITOR OR DEBTOR IN ANY
JURISDICTION WHERE SUCH SUBORDINATED
CREDITOR OR DEBTOR OR ANY OF THEIR RESPECTIVE ASSETS MAY BE FOUND AND MAY SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
17.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THE
AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING
WITHOUT A JURY.
18.
Expenses. The Debtor agrees to pay all costs and expenses of the
Senior Creditor (including the reasonable fees and disbursements of counsel) in
connection with the preparation of this Agreement and any amendment hereof. The
Debtor and the Subordinated Creditors jointly and severally agree to pay all
costs and expenses (including the reasonable fees and disbursements of counsel)
in connection with the enforcement of any rights of the Senior Creditor
hereunder.
19.
Termination; Payment in Full; Reinstatement.
(a)
This Agreement is a continuing agreement and shall remain in full
force and effect so long as the Client may incur obligations to the Senior
Creditor under the Factoring Agreement and/or Supply Agreement, and until the
Senior Debt has been Paid in Full.
(b)
The Senior Debt shall not be deemed to have been Paid in Full for
purposes of this Agreement until all amounts owing thereon (including, without
limitation, all Post-Petition Interest, if any) shall have been paid to the
Senior Creditor, whether or not a claim for such amounts (including a claim for
such Post-Petition Interest) is enforceable and all applicable periods during
which a trustee may avoid such payment under the Federal Bankruptcy Code or any
insolvency, bankruptcy, liquidation or reorganization statute of any state