the Pledged
Collateral and shall (i) be binding upon each party hereto and each of its
successors and assigns, and (ii) inure to the benefit of Pledgee and its
successors and assigns. Without limiting the generality of the foregoing clause
(ii), Pledgee may assign or otherwise transfer any of the Secured Obligations to
any other Person, and such other Person shall thereupon become vested with all
the benefits in respect thereof granted to Pledgee, herein or otherwise. Pledgor
shall not, without the written consent of Pledgee and, if necessary, each Rating
Agency, assign its rights and obligations under this Agreement; provided,
however, that Pledgor may assign certain of its rights and obligations under
this Agreement to Successor Borrower, pursuant to the Defeasance Assignment,
Assumption and Release Agreement.
Section 16. GOVERNING LAW; VENUE.
THE STATE OF NEW YORK SHALL BE THE "SECURITIES INTERMEDIARY'S JURISDICTION"
AS DEFINED IN THE FEDERAL BOOK-ENTRY REGULATIONS AND THE UCC.
THIS AGREEMENT, THE CREATION, ATTACHMENT, PERFECTION, EFFECT OF PERFECTION
OR NON-PERFECTION AND PRIORITY OF THE RIGHTS AND INTERESTS OF PLEDGEE IN THE
PLEDGED COLLATERAL, AND ALL OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING THE UCC AND
INCLUDING NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 BUT
OTHERWISE WITHOUT REGARD TO LAWS OF THE STATE OF NEW YORK CONCERNING CONFLICTS
OF LAWS OR CHOICE OF FORUM.
PLEDGOR, PLEDGEE, SERVICER AND INTERMEDIARY HEREBY IRREVOCABLY SUBMIT TO
PERSONAL JURISDICTION IN THE STATE OF NEW YORK AND TO THE NON-EXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW
YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT.
17
JURISDICTION AND VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS AGREEMENT OR ANY
OTHER DEFEASANCE DOCUMENT OR ANY ACTION RELATING TO THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE RELATIONSHIPS CREATED BY OR UNDER THE DEFEASANCE
DOCUMENTS (IN EACH CASE, AN "ACTION") SHALL, AT THE ELECTION OF PLEDGEE, BE IN
(AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT
THE ELECTION OF PLEDGEE BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF
APPROPRIATE JURISDICTION LOCATED IN THE STATE OF NEW YORK. PLEDGOR, PLEDGEE,
SERVICER AND INTERMEDIARY HEREBY CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK AND OF FEDERAL COURTS LOCATED IN THE
STATE OF NEW YORK IN CONNECTION WITH ANY ACTION AND HEREBY WAIVE ANY AND ALL
PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION
WITHIN SUCH STATE FOR PURPOSES OF ANY ACTION. PLEDGOR, PLEDGEE, SERVICER AND
INTERMEDIARY HEREBY WAIVE AND AGREE NOT TO ASSERT, AS A DEFENSE TO ANY ACTION OR
A MOTION TO TRANSFER VENUE OF ANY ACTION, (I) ANY CLAIM THAT SUCH PARTY IS NOT
SUBJECT TO SUCH JURISDICTION; (II) ANY CLAIM THAT ANY ACTION MAY NOT BE BROUGHT
AGAINST IT OR IS NOT MAINTAINABLE