as may be reasonably necessary or appropriate to carry
out and effectuate all of the provisions of this Assignment and to consummate
the transactions contemplated hereby.
7.
This Assignment and the agreements and undertakings of Assignor
hereunder shall be binding upon Assignor and its successors and assigns and
shall inure to the benefit of Assignee and its successors, nominees and
assignees. Assignee may assign any or all of its rights or obligations hereunder
together with any or all of the security therefor to any Person and any such
assignee shall succeed to all of Assignee's rights with respect thereto.
8.
THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE LAWS OF
WHICH THE ASSIGNOR HEREBY EXPRESSLY ELECTS TO APPLY TO THIS ASSIGNMENT, WITHOUT
GIVING EFFECT TO PROVISIONS FOR CHOICE OF LAW THEREUNDER.
ASSIGNOR AGREES THAT
ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE OR ARISING OUT OF THIS ASSIGNMENT
SHALL BE COMMENCED IN ACCORDANCE WITH THE PROVISIONS OF THIS ASSIGNMENT.
9.
ASSIGNOR HEREBY WAIVES ANY AND ALL RIGHTS THAT IT MAY NOW OR
HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO A
TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY
ACTION OR PROCEEDING BETWEEN ASSIGNOR, ASSIGNEE OR ASSIGNEE'S SUCCESSORS AND
ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS ASSIGNMENT.
IT IS INTENDED
THAT SAID WAIVER SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR
COUNTERCLAIMS IN ANY ACTION OR PROCEEDINGS BETWEEN ASSIGNOR AND
ASSIGNEE.
ASSIGNOR WAIVES ALL RIGHTS TO INTERPOSE ANY CLAIMS, DEDUCTIONS,
SETOFFS OR COUNTERCLAIMS OF ANY KIND, NATURE OR DESCRIPTION IN ANY ACTION OR
PROCEEDING INSTITUTED BY ASSIGNEE WITH RESPECT TO THIS ASSIGNMENT OR ANY MATTER
ARISING THEREFROM OR RELATING HERETO, EXCEPT COMPULSORY COUNTERCLAIMS.
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10.
ASSIGNOR HEREBY (a) IRREVOCABLY SUBMITS AND CONSENTS TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF
NEW YORK, NEW YORK COUNTY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF THIS ASSIGNMENT OR ANY MATTER ARISING HEREFROM OR RELATING HERETO, AND
(b) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE OR FORUM
NON CONVENIENS WITH RESPECT HERETO.
IN ANY SUCH ACTION OR PROCEEDING, ASSIGNOR
WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT OR OTHER PROCESS AND PAPERS
THEREIN AND AGREES THAT THE SERVICE THEREOF MAY BE MADE BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, DIRECTED TO ASSIGNOR AT ITS OFFICES SET FORTH HEREIN
OR OTHER ADDRESS THEREOF OF WHICH ASSIGNEE HAS RECEIVED NOTICE AS PROVIDED IN
THIS ASSIGNMENT.
NOTWITHSTANDING THE FOREGOING, ASSIGNOR CONSENTS TO THE
COMMENCEMENT BY ASSIGNEE OF ANY SUIT, ACTION OR PROCEEDING IN ANY OTHER
JURISDICTION TO ENFORCE ITS RIGHTS IN AND TO THE COLLATERAL AND ASSIGNOR WAIVES
ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM
NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING.
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IN