or modification is sought. This Agreement
shall be binding upon and shall inure to the benefit of Pledgor and the
respective successors and assigns of Pledgor and shall inure to the benefit of
Lender and its respective successors and assigns; provided, however, except to
the extent permitted pursuant to the Loan Agreement, no Pledgor shall have any
right to assign its rights hereunder. The rights of Lender under this Agreement
shall automatically be transferred to any permitted transferee to which Lender
transfers the Note and Loan Agreement.
(e)
Notices.
Notices by Lender to Pledgor or Sixth Mezzanine
Borrower, to be effective, shall be in writing, addressed or transmitted to
Pledgor or Sixth Mezzanine Borrower, as the case may be, at the address of
Borrower set forth in the Loan Agreement, and shall be deemed to have been duly
given or made if 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 PLEDGOR 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, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE
FULLEST EXTENT PERMITTED BY LAW, EACH OF PLEDGOR AND LENDER 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.
15
(ii)
ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR PLEDGOR
ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT LENDER'S OR PLEDGOR'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 EXTENT NOT PROHIBITED BY APPLICABLE LAW, PLEDGOR AND LENDER EACH
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 PLEDGOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR
PROCEEDING. PLEDGOR DOES HEREBY DESIGNATE AND APPOINT:
CT CORPORATION
111 EIGHTH AVENUE, 13TH FLOOR
NEW YORK, NEW YORK 10011
AS ITS