in accordance with this Section shall be binding upon the holder of the
Note at the time outstanding, each future holder of the Note and Pledgor.
Section 17.
Assigns. This Pledge Agreement and all rights and
liabilities hereunder and in and to any and all Pledged Security shall inure to
the benefit of Bank and its successors and assigns, and shall be binding on
Pledgor and Pledgor's successors and assigns; provided, however, Pledgor may not
assign or otherwise transfer its rights or liabilities hereunder or to any of
the Pledged Security without the prior written consent of Bank.
Section 18.
Miscellaneous. This Pledge Agreement embodies the entire
agreement and understanding between Bank and Pledgor relating to the Pledged
Security. The headings in this Pledge Agreement are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof. Pledgor
acknowledges that this Pledge Agreement is and shall be effective upon execution
by Pledgor and delivery to and acceptance hereof by Bank, and it shall not be
necessary for Bank to execute any acceptance hereof or otherwise to signify or
express its acceptance hereof to Pledgor.
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8
THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN NEGOTIATED,
EXECUTED AND DELIVERED AT, AND SHALL BE DEEMED TO HAVE BEEN MADE AT, CHICAGO,
ILLINOIS. THE LOANS REFERENCED HEREIN ARE TO BE FUNDED AND REPAID AT, AND THIS
PLEDGE AGREEMENT IS OTHERWISE TO BE PERFORMED AT, CHICAGO, ILLINOIS AND THIS
PLEDGE AGREEMENT SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE
PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS WITHOUT REFERENCE TO: (i) ITS JUDICIALLY OR STATUTORILY PRONOUNCED
RULES REGARDING CONFLICT OF LAWS OR CHOICE OF LAW; (ii) WHERE ANY OTHER
AGREEMENT IS EXECUTED OR DELIVERED; (iii) WHERE ANY PAYMENT OR OTHER PERFORMANCE
REQUIRED BY ANY SUCH AGREEMENT IS MADE OR REQUIRED TO BE MADE; (iv) WHERE ANY
BREACH OF ANY PROVISION OF ANY SUCH AGREEMENT OCCURS, OR ANY CAUSE OF ACTION
OTHERWISE ACCRUES; (v) WHERE ANY ACTION OR OTHER PROCEEDING IS INSTITUTED OR
PENDING; (vi) THE NATIONALITY, CITIZENSHIP, DOMICILE, PRINCIPAL PLACE OF
BUSINESS, OR JURISDICTION OR ORGANIZATION OR DOMESTICATION OF ANY PARTY; (vii)
WHETHER THE LAWS OF THE FORUM JURISDICTION OTHERWISE WOULD APPLY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF ILLINOIS; OR (viii) ANY COMBINATION OF THE
FOREGOING. AS PART OF THE CONSIDERATION FOR NEW VALUE THIS DAY RECEIVED, THE
PLEDGOR RECOGNIZES THAT THE BANK'S PRINCIPAL OFFICE IS LOCATED IN CHICAGO,
ILLINOIS AND THAT THE BANK MAY BE IRREPARABLY HARMED IF REQUIRED TO INSTITUTE OR
DEFEND ANY ACTIONS AGAINST THE PLEDGOR IN ANY JURISDICTION OTHER THAN THE
NORTHERN DISTRICT OF ILLINOIS OR COOK COUNTY, ILLINOIS; THEREFORE, THE PLEDGOR
IRREVOCABLY (a) AGREES THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING RELATING
TO THIS PLEDGE AGREEMENT AND/OR THE LOANS REFERENCED HEREIN MAY BE BROUGHT IN
THE NORTHERN DISTRICT OF ILLINOIS, IF FEDERAL JURISDICTION IS AVAILABLE, AND,
OTHERWISE, IN THE CIRCUIT COURT OF COOK COUNTY,