BE EXERCISED SINGULARLY OR CONCURRENTLY.
IN THE EVENT OF ANY
IRRECONCILABLE INCONSISTENCY IN THE TERMS OF THIS AGREEMENT AND THE SECURITY
AGREEMENT, THE SECURITY AGREEMENT SHALL CONTROL.
12.
THE PROVISIONS OF THIS AGREEMENT ARE SEVERABLE, AND IF ANY CLAUSE
OR PROVISION SHALL BE HELD INVALID AND UNENFORCEABLE IN WHOLE OR IN PART IN ANY
JURISDICTION, THEN SUCH INVALIDITY OR UNENFORCEABILITY SHALL AFFECT ONLY SUCH
CLAUSE OR PROVISION, OR PART THEREOF, IN SUCH JURISDICTION, AND SHALL NOT IN ANY
MANNER AFFECT SUCH CLAUSE OR PROVISION IN ANY OTHER JURISDICTION, OR ANY CLAUSE
OR PROVISION OF THIS AGREEMENT IN ANY JURISDICTION.
5
13.
THIS AGREEMENT IS SUBJECT TO MODIFICATION ONLY BY A WRITING SIGNED
BY THE PARTIES, EXCEPT AS PROVIDED IN SECTION 6 HEREOF.
14.
THE BENEFITS AND BURDENS OF THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE BINDING UPON THE RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS
OF THE PARTIES, PROVIDED, HOWEVER, THAT PLEDGOR MAY NOT ASSIGN OR TRANSFER ANY
OF ITS RIGHTS OR OBLIGATIONS HEREUNDER OR ANY INTEREST HEREIN AND ANY SUCH
PURPORTED ASSIGNMENT OR TRANSFER SHALL BE NULL AND VOID.
15.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
16.
EACH PLEDGOR (I) HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, OR ANY SUCCESSOR TO SAID
COURT (HEREINAFTER REFERRED TO AS THE "NEW YORK COURTS") FOR PURPOSES OF ANY
SUIT, ACTION OR OTHER PROCEEDING WHICH RELATES TO THIS AGREEMENT OR ANY OTHER
NOTEHOLDER DOCUMENT, (II) TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN
ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT
TO THE JURISDICTION OF THE NEW YORK COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING
IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR ANY NOTEHOLDER DOCUMENT MAY
NOT BE ENFORCED IN OR BY THE NEW YORK COURTS, (III) HEREBY AGREES NOT TO SEEK,
AND HEREBY WAIVES, ANY COLLATERAL REVIEW BY ANY OTHER COURT, WHICH MAY BE CALLED
UPON TO ENFORCE THE JUDGMENT OF ANY OF THE NEW YORK COURTS, OF THE MERITS OF ANY
SUCH SUIT, ACTION OR PROCEEDING OR THE JURISDICTION OF THE NEW YORK COURTS, AND
(IV) WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT
ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL ADDRESSED AS
PROVIDED IN SECTION 19 HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED UPON ACTUAL RECEIPT THEREOF.
NOTHING HEREIN SHALL LIMIT ANY SECURED
PARTY'S RIGHT TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING AGAINST ANY PLEDGOR
OR ANY OF ANY PLEDGOR'S ASSETS OR TO SERVE PROCESS ON ANY PLEDGOR