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SECTION 11. Successors and Assigns. This Control Agreement shall be binding upon the <br />successors and assigns of each of the parties hereto and shall inure to the benefit of the parties hereto and <br />their respective successors and assigns, provided that neither the Pledgor nor the Issuer may assign, <br />transfer or delegate any of its rights or obligations under this Control Agreement, except as expressly <br />contemplated by the Credit Agreement, without the prior written consent of the Agent and any such <br />assignment, transfer or delegation without such consent shall be null and void. <br />SECTION 12. Severability. Any provision of this Control Agreement which is prohibited <br />or unenforceable in any jurisdiction with respect to the Pledgor and Issuer shall, as to such jurisdiction, be <br />ineffective to the extent of such prohibition or unenforceability without invalidating the remaining <br />provisions hereof with respect to the Pledgor and Issuer, and any such prohibition or unenforceability in <br />any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The <br />parties hereto shall endeavor in good -faith negotiations to replace the invalid, illegal or unenforceable <br />provisions with valid provisions the economic effect of which comes as close as possible to that of the <br />invalid, illegal or unenforceable provisions. <br />SECTION 13. Section Headings. The Section headings used in this Control Agreement are <br />for convenience of reference only and are not to affect the construction hereof or be taken into <br />consideration in the interpretation hereof. <br />SECTION 14. Submission to Jurisdiction: Waivers. Each party hereto hereby irrevocably <br />and unconditionally: <br />(a) submits for itself in any legal action or proceeding relating to this Control Agreement, or for <br />recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of <br />the courts of the State of New York sitting in New York County the Courts of the United States for the <br />Southern District of New York, and appellate courts from any thereof, <br />(b) consents that any such action or proceeding may be brought in such courts and waives any <br />objection that it may now or hereafter have to the venue of any such action or proceeding in any such <br />court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or <br />claim the same; <br />(c) agrees that service of process in any such action or proceeding may be effected by mailing a <br />copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to <br />the Pledgor at its address referred to in Section 9.2 of the Pledge Agreement or the Issuer at the address <br />referred to in Section 7 or at such other address of which the Agent shall have been notified pursuant <br />thereto; <br />(d) agrees that nothing herein shall affect the right to effect service of process in any other <br />manner permitted by law or shall limit the right to sue in any other jurisdiction; and <br />(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or <br />recover in any legal action or proceeding referred to in this Section any special, <br />A-3 <br />NY\5929604.13 <br />