IN PARAGRAPH (B) OF THIS SECTION.
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)
Each party to this Pledge Agreement
irrevocably consents to the service of process in the manner provided for
notices in Section 10.1 of the Credit Agreement.
Nothing in this Pledge
Agreement will affect the right of the Administrative Agent or any Lender to
serve process in any other manner permitted by law.
24.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS PLEDGE AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (II) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS PLEDGE
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.
25.
BENEFIT OF SECURED PARTIES.
ALL LIENS GRANTED OR CONTEMPLATED HEREBY SHALL
BE FOR THE BENEFIT OF THE SECURED PARTIES, AND ALL PROCEEDS OR PAYMENTS REALIZED
FROM PLEDGED COLLATERAL IN ACCORDANCE HEREWITH SHALL BE APPLIED TO THE SECURED
OBLIGATIONS IN ACCORDANCE WITH SECTION 8.2 OF THE CREDIT AGREEMENT.
26.
TERMINATION OF THIS PLEDGE AGREEMENT.
NO TERMINATION OR CANCELLATION
(REGARDLESS OF CAUSE OR PROCEDURE) OF THE CREDIT AGREEMENT SHALL IN ANY WAY
AFFECT OR IMPAIR THE POWERS, OBLIGATIONS, DUTIES, RIGHTS AND LIABILITIES OF THE
PARTIES HERETO IN ANY WAY WITH RESPECT TO (I) ANY TRANSACTION OR EVENT OCCURRING
PRIOR TO SUCH TERMINATION OR CANCELLATION, (II) THE PLEDGED COLLATERAL, OR
(III) THE PLEDGOR'S UNDERTAKINGS, AGREEMENTS, COVENANTS, WARRANTIES AND
REPRESENTATIONS CONTAINED IN THIS PLEDGE AGREEMENT AND ALL SUCH UNDERTAKINGS,
AGREEMENTS, COVENANTS, WARRANTIES AND REPRESENTATIONS SHALL SURVIVE SUCH
TERMINATION OR CANCELLATION UNTIL THE PAYMENT AND PERFORMANCE, IN FULL, OF ALL
SECURED OBLIGATIONS OF THE PLEDGOR AND THE TERMINATION
16
OF ALL COMMITMENTS TO LEND OR ISSUE LETTERS OF CREDIT UNDER THE CREDIT
AGREEMENT.
SUBJECT TO SECTION 17
HEREOF, THIS PLEDGE AGREEMENT AND THE
SECURITY INTERESTS GRANTED HEREUNDER SHALL TERMINATE WHEN ALL OF THE SECURED
OBLIGATIONS (OTHER THAN THOSE SECURED OBLIGATIONS RELATING TO THE HEDGING
OBLIGATIONS) HAVE BEEN PAID IN FULL IN CASH AND THE LENDERS HAVE NO FURTHER
COMMITMENT TO LEND UNDER THE CREDIT AGREEMENT, THE LC EXPOSURE HAS BEEN REDUCED
TO ZERO AND THE ISSUING BANK HAS NO FURTHER OBLIGATION TO ISSUE LETTERS OF
CREDIT UNDER THE CREDIT AGREEMENT.
UPON SUCH TERMINATION, ADMINISTRATIVE AGENT
SHALL RETURN ALL PLEDGED COLLATERAL IN ITS POSSESSION TO THE PLEDGOR AND WILL,
AT THE SOLE COST AND EXPENSE OF THE PLEDGOR, EXECUTE