THIS AGREEMENT
FOR ANY OTHER PURPOSE.
18.
MISCELLANEOUS.
(A)
THIS AGREEMENT CONSTITUTES THE ENTIRE AND FINAL AGREEMENT AMONG
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CHANGED,
TERMINATED OR OTHERWISE VARIED EXCEPT BY A WRITING DULY EXECUTED BY THE PARTIES
HERETO.
(B)
NO WAIVER OF ANY TERM OR CONDITION OF THIS AGREEMENT, WHETHER BY
DELAY, OMISSION OR OTHERWISE, SHALL BE EFFECTIVE UNLESS IN WRITING AND SIGNED BY
THE PARTY SOUGHT TO BE CHARGED, AND THEN SUCH WAIVER SHALL BE EFFECTIVE ONLY IN
THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN.
(C)
IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT OR THE
APPLICATION THEREOF TO ANY PLEDGOR OR ANY CIRCUMSTANCE IN ANY JURISDICTION
GOVERNING THIS AGREEMENT SHALL, TO ANY EXTENT, BE INVALID OR UNENFORCEABLE UNDER
ANY APPLICABLE STATUTE, REGULATION, OR RULE OF LAW, SUCH PROVISION SHALL BE
DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT THEREWITH AND SHALL BE
DEEMED MODIFIED TO CONFORM TO SUCH STATUTE, REGULATION OR RULE OF LAW, AND THE
REMAINDER OF THIS
8
AGREEMENT AND THE APPLICATION OF ANY SUCH INVALID OR UNENFORCEABLE PROVISION TO
PARTIES, JURISDICTIONS, OR CIRCUMSTANCES OTHER THAN TO WHOM OR TO WHICH IT IS
HELD INVALID OR UNENFORCEABLE SHALL NOT BE AFFECTED THEREBY, NOR SHALL SAME
AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT.
(D)
THIS AGREEMENT SHALL BE BINDING UPON EACH PLEDGOR, AND EACH
PLEDGOR'S SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE PLEDGEE
AND ITS SUCCESSORS AND ASSIGNS.
(E)
ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR PERMITTED PURSUANT
TO THIS AGREEMENT SHALL BE GIVEN IN ACCORDANCE WITH [THE SECURITIES PURCHASE
AGREEMENT] [THE SECURITY AGREEMENT].
(F)
THIS AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
(G)
EACH PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY PLEDGOR,
ON THE ONE HAND, AND THE PLEDGEE, ON THE OTHER HAND, PERTAINING TO THIS
AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS, PROVIDED, THAT EACH
PLEDGOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY
A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND
FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE THE PLEDGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION TO COLLECT THE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR
ANY OTHER SECURITY FOR THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF THE PLEDGEE.
EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO