FEDERAL LAWS OF THE UNITED STATES
OF AMERICA APPLICABLE TO TRADEMARKS AND THE LAWS OF THE STATE OF NEW YORK,
EXCEPT THAT NO DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY THE LAWS OF ANY
OTHER STATE OR JURISDICTION.
THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, NEW YORK COUNTY,
OR IN THE UNITED
5
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICHEVER PLEDGEE
MAY ELECT (EXCEPT THAT PLEDGEE SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST ANY PLEDGOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION WHICH PLEDGEE DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON
THE COLLATERAL OR TO OTHERWISE ENFORCE ITS RIGHTS AGAINST ANY PLEDGOR OR ITS
PROPERTY).
PLEDGORS AND PLEDGEE EACH WAIVES THE RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT, WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND ANY RIGHT EITHER MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS, LACK OF PERSONAL JURISDICTION, OR TO OBJECT TO
VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.
16.
COUNTERPARTS, ETC.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
DELIVERY OF AN EXECUTED
COUNTERPART OF THIS AGREEMENT BY TELEFACSIMILE SHALL HAVE THE SAME FORCE AND
EFFECT AS THE DELIVERY OF AN ORIGINAL EXECUTED COUNTERPART OF THIS AGREEMENT.
ANY PARTY DELIVERING AN EXECUTED COUNTERPART OF THIS AGREEMENT BY TELEFACSIMILE
SHALL ALSO DELIVER AN ORIGINAL EXECUTED COUNTERPART, BUT THE FAILURE TO DO SO
SHALL NOT AFFECT THE VALIDITY, ENFORCEABILITY OR BINDING EFFECT OF THIS
AGREEMENT.
17.
SUPPLEMENT.
THIS AGREEMENT IS A SUPPLEMENT TO, AND IS HEREBY
INCORPORATED INTO, THE FINANCING AGREEMENTS AND MADE A PART THEREOF.
18.
INTERPRETATION.
TO THE EXTENT THAT ANY COVENANTS SET FORTH IN
SECTION 3 HERETO, OR REPRESENTATIONS OR WARRANTIES SET FORTH IN SECTION 2 HERETO
ARE IN DIRECT CONFLICT WITH THE TERMS OF ANY COVENANTS, REPRESENTATIONS OR
WARRANTIES CONTAINED IN THE FINANCING AGREEMENTS, THE TERMS OF THIS AGREEMENT
SHALL CONTROL.
TO THE EXTENT ANY OTHER PROVISIONS OF THIS AGREEMENT ARE IN
DIRECT CONFLICT WITH THE TERMS OF ANY OTHER PROVISIONS OF THE FINANCING
AGREEMENTS, THE TERMS OF THE FINANCING AGREEMENTS SHALL CONTROL.
19.
ACKNOWLEDGMENT AND RESTATEMENT.
(A)
EACH PLEDGOR HEREBY ACKNOWLEDGES, CONFIRMS AND AGREES THAT EACH
PLEDGOR IS INDEBTED TO PLEDGEE AND LENDERS IN RESPECT OF ANY OBLIGATIONS,
LIABILITIES OR INDEBTEDNESS FOR LOANS, ADVANCES AND LETTER OF CREDIT
ACCOMMODATIONS TO PLEDGEE UNDER THE EXISTING LOAN AGREEMENT, THE EXISTING
SECURITY AGREEMENT OR THE OTHER EXISTING
FINANCING AGREEMENTS, TOGETHER WITH
ALL INTEREST ACCRUED AND ACCRUING THEREON, AND ALL FEES, COSTS, EXPENSES AND
OTHER CHARGES RELATING THERETO, ALL OF WHICH ARE UNCONDITIONALLY OWING BY EACH
PLEDGOR TO PLEDGEE WITHOUT OFFSET, DEFENSE, OR COUNTERCLAIM