the following: (i) any taxes of any
kind related to any property or interests assigned or pledged hereunder; (ii)
expenses incurred in filing public notices relating to any property or interests
assigned or pledged hereunder; and (iii) any and all costs, expenses and fees
(including, without limitation, reasonable attorneys' fees and expenses and
court costs and fees), whether or not litigation is commenced, incurred by Agent
in protecting, insuring, maintaining, preserving, attaching, perfecting,
enforcing, collecting or foreclosing upon any Lien, security interest, right or
privilege granted to Agent or any obligation of Pledgors under this Agreement,
whether through judicial proceedings or otherwise, or in defending or
prosecuting any actions or proceedings arising out of or related to this
Agreement or any property or interests assigned or pledged hereunder.
(m)
No Defenses. Each Pledgor's obligations under this Agreement shall not be
subject to any set-off, counterclaim or defense to payment that such Pledgor now
has or may have in the future.
(a)
Advances of Proceeds of the Credit Extension. Agent shall be entitled to
honor any request made by Borrower for advances of the credit extension proceeds
and shall have no obligation to see to the proper disposition of such advances.
Pledgor agrees that his obligations hereunder shall not be released or affected
by reason of any improper disposition by Borrower of such credit extension
proceeds.
10
(b)
GOVERNING LAW; SUBMISSION TO JURISDICTION.
(1)
THIS AGREEMENT AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO
(WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW).
(2)
EACH PLEDGOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL
COURT LOCATED THE STATE OF NEW YORK IN THE CITY OF NEW YORK, BOROUGH OF
MANHATTAN, AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT'S ELECTION, ALL ACTIONS
OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED
IN SUCH COURTS. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION
OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH
PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT
ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH BORROWER BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PLEDGOR AT THE
ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN
(10) DAYS AFTER THE SAME HAS BEEN POSTED. )
(c)
WAIVER OF JURY TRIAL. EACH PLEDGOR AND AGENT HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY. EACH PLEDGOR AND AGENT ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER