Mortgage Modifications. Within ninety (90) days after the Second
Incremental Amendment Effective Date (or such longer period, as approved in the
sole discretion of the Administrative Agent), the Borrower shall execute and
deliver, or cause its applicable Subsidiaries to execute and deliver,
appropriate modifications or amendments (if any) to the Mortgages, as reasonably
requested by the Administrative Agent, together with all related filings,
payment of costs and fees, and other actions as required by the Credit Agreement
relating to the Mortgages.
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ARTICLE VII
MISCELLANEOUS
Section 7.01
Headings. Article and Section headings used herein are for
convenience of reference only, are not part of this Second Incremental Amendment
and shall not affect the construction of, or be taken into consideration in
interpreting, this Second Incremental Amendment.
Section 7.02
Execution in Counterparts. This Second Incremental Amendment may
be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Second Incremental Amendment by
facsimile or other electronic means (e.g. ".pdf" or ".tiff") shall be effective
as delivery of a manually executed counterpart of this Second Incremental
Amendment.
Section 7.03
Successors and Assigns. The provisions of this Second
Incremental Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
Section 7.04
Governing Law; Jurisdiction, Etc.
(a)
Governing Law. THIS SECOND INCREMENTAL AMENDMENT AND ANY CLAIMS,
CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR
OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECOND INCREMENTAL
AMENDMENT OR ANY OTHER SECOND INCREMENTAL AMENDMENT DOCUMENT (EXCEPT, AS TO ANY
OTHER SECOND INCREMENTAL AMENDMENT DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF
LAWS OF ANOTHER JURISDICTION.
(b)
Submission to Jurisdiction. THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION,
LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY,
WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT,
ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS
SECOND INCREMENTAL AMENDMENT AND THE OTHER SECOND INCREMENTAL AMENDMENT
DOCUMENTS TO WHICH IT IS A PARTY OR THE TRANSACTIONS RELATING HERETO OR THERETO
IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING
MAY