UNENFORCEABILITY
OF A PARTICULAR PROVISION IN A PARTICULAR JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
21.
NOTICES.
ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS TO THE PLEDGOR OR
ADMINISTRATIVE AGENT HEREUNDER SHALL BE DELIVERED IN THE MANNER REQUIRED BY THE
CREDIT AGREEMENT AND SHALL BE SUFFICIENTLY GIVEN TO ADMINISTRATIVE AGENT OR THE
PLEDGOR IF ADDRESSED OR DELIVERED TO THEM AT, IN THE CASE OF THE ADMINISTRATIVE
AGENT, ITS ADDRESS AND TELECOPIER NUMBER SPECIFIED IN THE CREDIT AGREEMENT AND
IN THE CASE OF THE PLEDGOR, AT ITS ADDRESS AND TELECOPIER NUMBER PROVIDED IN THE
PARENT GUARANTY AGREEMENT.
ALL SUCH NOTICES AND COMMUNICATIONS SHALL BE DEEMED
TO HAVE BEEN DULY GIVEN AT THE TIMES SET FORTH IN THE CREDIT AGREEMENT.
22.
COUNTERPARTS; INTEGRATION.
THIS PLEDGE AGREEMENT MAY BE EXECUTED BY ONE OR
MORE OF THE PARTIES TO THIS PLEDGE AGREEMENT ON ANY NUMBER OF SEPARATE
COUNTERPARTS (INCLUDING BY TELECOPY), AND ALL OF SAID COUNTERPARTS TAKEN
TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS PLEDGE
AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO REGARDING
THE SUBJECT MATTERS HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, REGARDING SUCH SUBJECT MATTER.
23.
GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
THIS PLEDGE AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
(B)
EACH PARTY TO THIS PLEDGE AGREEMENT HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES COURTS LOCATED WITHIN THE
SOUTHERN DISTRICT IN THE STATE OF NEW YORK, AND OF ANY STATE COURT OF THE STATE
OF NEW YORK LOCATED IN NEW YORK COUNTY AND ANY APPELLATE COURT FROM ANY THEREOF,
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
15
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.
NOTHING IN THIS PLEDGE AGREEMENT SHALL AFFECT ANY RIGHT THAT
THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT AGAINST THE
PLEDGOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(C)
EACH PARTY TO THIS PLEDGE AGREEMENT
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
DESCRIBED IN PARAGRAPH (B) OF THIS SECTION AND BROUGHT IN ANY COURT REFERRED TO