TERMS
OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, AMENDED, OR OTHERWISE MODIFIED
EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY THE PARTY AGAINST WHICH ENFORCEMENT
OF SUCH WAIVER, AMENDMENT, OR MODIFICATION IS SOUGHT.
THIS AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF BORROWER AND THE RESPECTIVE
SUCCESSORS AND ASSIGNS OF BORROWER AND SHALL INURE TO THE BENEFIT OF LENDER AND
ITS SUCCESSORS AND ASSIGNS; PROVIDED NO BORROWER SHALL HAVE ANY RIGHT TO ASSIGN
ITS RIGHTS HEREUNDER.
THE RIGHTS OF LENDER UNDER THIS AGREEMENT SHALL
AUTOMATICALLY BE TRANSFERRED TO ANY PERMITTED TRANSFEREE (IN ACCORDANCE WITH THE
TERMS AND PROVISIONS OF THE LOAN AGREEMENT) TO WHICH LENDER TRANSFERS THE NOTE
AND LOAN AGREEMENT.
(E)
NOTICES.
NOTICES BY LENDER TO BORROWER TO BE EFFECTIVE SHALL BE
IN WRITING (INCLUDING BY FACSIMILE TRANSMISSION), ADDRESSED OR TRANSMITTED TO
BORROWER AT THE ADDRESS OR FACSIMILE NUMBER OF BORROWER SET FORTH IN THE LOAN
AGREEMENT, AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN OR MADE IN ACCORDANCE
WITH THE TERMS AND PROVISIONS OF SECTION 10.6 OF THE LOAN AGREEMENT.
(F)
GOVERNING LAW.
(I)
THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE
BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF
THE NOTE SECURED HEREBY WERE DISBURSED FROM 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, 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 LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF
AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY
AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER
JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS AGREEMENT AND THE
NOTE 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.
(II)
ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER
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 TO
THE FULLEST EXTENT PERMITTED BY LAW, BORROWER 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 BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES
HEREBY DESIGNATE AND APPOINT:
CT CORPORATION SYSTEMS
111 EIGHTH AVENUE, 13TH FLOOR
NEW YORK, NEW YORK 10011
AS ITS AUTHORIZED AGENT TO