assert any defenses against an action for specific performance of
such covenants except for a defense that an Event of Default has not occurred
(or is not continuing) hereunder and under the other Loan Documents.
MISCELLANEOUS
5.1
Survival.
This Agreement and all covenants, agreements,
representations and warranties made herein and in the certificates delivered
pursuant hereto shall survive the execution and delivery of this Agreement, and
shall continue in full force and effect so long as any portion of the
Obligations is outstanding and unpaid.
Whenever in this Agreement any of the
parties hereto is referred to, such reference shall be deemed to include the
permitted successors and permitted assigns of such party.
All covenants and
agreements in this Agreement of each Pledgor shall inure to the benefit of Agent
and its successors and assigns.Pledgor Notice and Cure Rights.
Agent hereby
covenants and agrees to (i) simultaneously provide Pledgor with copies of all
notices of Default or Event of Default sent to Borrower in accordance with the
terms of the Loan Documents and (ii) notwithstanding anything stated to the
contrary in this Agreement, Agent shall afford Pledgor the right to cure any
applicable Default or Event of Default within the time periods prescribed for a
Borrower cure of the same under the Loan Documents.
12
5.3
GOVERNING LAW.
THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW
YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS,
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THEREFORE THE PARTIES TO THIS AGREEMENT
AGREE THAT 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 (WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF
AMERICA.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PLEDGOR AND AGENT HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVE 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 SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
ANY LEGAL SUIT,
ACTION OR PROCEEDING AGAINST AGENT OR ANY PLEDGOR ARISING OUT OF OR RELATING TO
THIS AGREEMENT MAY AT AGENT'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 EACH PLEDGOR WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, 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 EACH PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.
SERVICE OF PROCESS IN ANY
SUCH SUIT MAY BE