KNOWLEDGE OF ANY OF THE FOREGOING.
SECTION 17.
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS
AGREEMENT BY TELECOPIER SHALL BE EFFECTIVE AS DELIVERY OF AN ORIGINAL EXECUTED
COUNTERPART OF THIS AGREEMENT.
DELIVERY BY FACSIMILE OF AN EXECUTED COUNTERPART
OF ANY AMENDMENT OR WAIVER OF ANY PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE
AS DELIVERY OF AN ORIGINAL EXECUTED COUNTERPART THEREOF.
SECTION 18.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 19.
WAIVER OF JURY TRIAL; VENUE.
EACH OF THE AGENT, THE PLEDGOR AND
(BY ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT) EACH OTHER SECURED PARTY
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY
JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT, OR ANY OTHER DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING,
WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR
ACTION OF THE AGENT OR ANY OTHER SECURED PARTY RELATING TO THE ADMINISTRATION OF
OR ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS CONTEMPLATED
HEREBY, AND AGREES THAT NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
EXCEPT
AS PROHIBITED BY LAW, THE PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM
OR RECOVER IN ANY LITIGATION ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES.
THE PLEDGOR CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE
AGENT OR ANY OTHER SECURED PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
THE AGENT OR ANY OTHER SECURED PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER.
THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT
FOR THE AGENT AND THE OTHER SECURED PARTIES TO ENTER INTO THIS AGREEMENT.
THE
PLEDGOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY
FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE PLEDGORS, BY MAIL AT THE ADDRESS SPECIFIED PURSUANT TO IN
SECTION 14.
THE PLEDGOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
10
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT FORUM.
SECTION 20.
ENTIRE AGREEMENT.
THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT