respect thereof, to or on the order of Pledgor.
3.9
Further Assurances.
Pledgor agrees that, from time to time upon
the written request of Lender, Pledgor will execute and deliver such further
documents and do such other acts and things as Lender may reasonably request in
order fully to effect the purposes of this Agreement so long as the same shall
not result in an increase in the obligations of Pledgor or a decrease in the
rights of Pledgor under this Agreement or the other Loan Documents, other than,
in each case, to a de minimis extent.
8
Section 4.
Miscellaneous.
4.1
No Waiver.
No failure on the part of Lender or any of its agents
to exercise, and no course of dealing with respect to, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by Lender or any of its agents
of any right, power or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.
The remedies
provided herein are cumulative and are not exclusive of any remedies provided by
law.
4.2
Governing Law.
THIS AGREEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE
AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA.
TO THE FULLEST EXTENT
PERMITTED BY LAW, LENDER, BY ITS ACCEPTANCE OF THIS AGREEMENT, AND PLEDGOR EACH
HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW
OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
PURSUANT TO § 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
ANY LEGAL SUIT,
ACTION OR PROCEEDING AGAINST LENDER OR PLEDGOR ARISING OUT OF OR RELATING TO
THIS AGREEMENT MAY AT LENDER'S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE
COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW, AND PLEDGOR 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, AND PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR
PROCEEDING.
PLEDGOR AGREES THAT SERVICE OF PROCESS UPON PLEDGOR AT THE ADDRESS
FOR PLEDGOR SET FORTH HEREIN AND WRITTEN NOTICE OF SAID SERVICE MAILED OR
DELIVERED TO PLEDGOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY
RESPECT EFFECTIVE SERVICE OF PROCESS UPON PLEDGOR IN ANY SUCH SUIT, ACTION OR
PROCEEDING IN THE STATE OF NEW YORK.
PLEDGOR (I) SHALL GIVE PROMPT NOTICE TO
LENDER OF ANY CHANGE IN THE ADDRESS FOR PLEDGOR SET FORTH HEREIN, (II) MAY AT
ANY TIME AND FROM TIME TO TIME DESIGNATE AN AUTHORIZED AGENT WITH AN OFFICE IN