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
Amended and Restated 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 AMENDED AND RESTATED CREDIT
AGREEMENT.
26.
TERMINATION OF THIS PLEDGE AGREEMENT.
NO TERMINATION OR CANCELLATION
(REGARDLESS OF CAUSE OR PROCEDURE) OF THE AMENDED AND RESTATED 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) ANY 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 (OTHER THAN INDEMNITIES AND OTHER SIMILAR
CONTINGENT OBLIGATIONS SURVIVING THE TERMINATION OF THIS PLEDGE AGREEMENT FOR
WHICH NO CLAIM HAS BEEN MADE AND WHICH ARE UNKNOWN AND NOT CALCULABLE AT THE
TIME OF TERMINATION AND THOSE OBLIGATIONS RELATING TO THE HEDGING OBLIGATIONS)
OF THE PLEDGORS AND THE TERMINATION OF ALL COMMITMENTS TO LEND OR ISSUE LETTERS
OF CREDIT UNDER THE AMENDED AND RESTATED 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 AMENDED AND
RESTATED CREDIT AGREEMENT, THE LC
17
Exposure has been reduced to zero and the Issuing Bank has no further obligation
to issue