JURISDICTION IN THE BOROUGH
OF MANHATTAN IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT EACH PLEDGOR, THE COMPANY AND THE COLLATERAL TRUSTEE ACCEPT FOR
THEMSELVES AND IN CONNECTION WITH THEIR PROPERTIES, THE JURISDICTION OF THE
AFORESAID COURTS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH PLEDGOR, THE COMPANY AND THE
COLLATERAL TRUSTEE HEREBY EXPRESSLY AND IRREVOCABLY WAIVE ANY CLAIM OR DEFENSE
IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. EACH
PLEDGOR HEREBY APPOINTS AND DESIGNATES CT CORPORATION SYSTEM, WHOSE ADDRESS IS
111 EIGHTH AVENUE, 13TH FLOOR, NEW YORK, NY 10011, OR ANY OTHER PERSON HAVING
AND MAINTAINING A PLACE OF BUSINESS IN THE STATE OF NEW YORK WHOM SUCH PLEDGOR
MAY FROM TIME TO TIME HEREAFTER DESIGNATE (HAVING GIVEN 30 DAYS' NOTICE THEREOF
TO THE COLLATERAL TRUSTEE, AS THE DULY AUTHORIZED AGENT FOR RECEIPT OF SERVICE
OF LEGAL PROCESS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PARTIES TO BRING
PROCEEDINGS IN THE COURTS OF ANY OTHER JURISDICTION OR TO SERVE PROCESS IN ANY
MANNER PERMITTED BY LAW.
7.19 WAIVER OF JURY TRIAL. AS AMONG EACH PLEDGOR, THE COMPANY AND THE COLLATERAL
TRUSTEE (ON BEHALF OF ITSELF AND EACH OTHER SECURED PARTY) AND AS TO THIS
AGREEMENT AND EACH SECURED DOCUMENT AND PROJECT DOCUMENT TO WHICH SUCH PERSONS
ARE A PARTY, (ON BEHALF OF ITSELF AND EACH OTHER SECURED PARTY) EACH PLEDGOR,
THE COMPANY AND THE COLLATERAL TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM
ARISING IN CONNECTION WITH THIS AGREEMENT, AND ANY SUCH SECURED DOCUMENT AND
PROJECT DOCUMENT.
7.20 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED BY
MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY OR
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, ARE
GOVERNED BY THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
7.21 Supremacy Clause. In the event of any conflict between any terms and
provisions set forth in this Agreement and those set forth in the Collateral
Trust Agreement, the terms and provisions of the Collateral Trust Agreement
shall supersede and control the terms and
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Pledge Agreement
provisions of this Agreement. Subordination of Liens. The parties hereto intend
that the security interests created under this Agreement in favor of the
Collateral Trustee for the benefit of the Secured Parties shall be effectively
subordinated to the security interests created under this Agreement in favor of
the Collateral Trustee for the benefit of Crest.
[Signature page follows.]
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Pledge Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be
duly executed and delivered as of the day and year first above written.
SABINE PASS LNG-LP, LLC By:
/s/ Graham A. McArthur