24.
Joinder.
Each Person who shall at any time
execute and deliver to the Administrative Agent a Pledge Joinder Agreement
substantially in the form attached as Exhibit B hereto shall thereupon
irrevocably, absolutely and unconditionally become a party hereto and obligated
hereunder as a Pledgor and shall have thereupon pursuant to Section 2 hereof
granted a security interest in and collaterally assigned and pledged to the
Administrative Agent for the benefit of the Secured Parties all Pledged
Interests and other Collateral which it has at its Applicable Date or thereafter
acquires any interest or the power to transfer, and all references herein and in
the other Loan Documents to the Pledgors or to the parties to this Pledge
Agreement shall be deemed to include such Person as a Pledgor hereunder.
Each
Pledge Joinder Agreement shall be accompanied by the Supplemental Schedules
referred to therein, appropriately completed with information relating to the
Pledgor executing such Pledge Joinder Agreement and its property. Each of the
applicable Schedules attached hereto shall be deemed amended and supplemented
without further action by such information reflected on the Supplemental
Schedules.
25.
Rules of Interpretation.
The rules of
interpretation contained in Section 1.02 of the Credit Agreement shall be
applicable to this Pledge Agreement and each Pledge Joinder Agreement and are
hereby incorporated by reference.
All representations and warranties contained
herein shall survive the delivery of documents and any Credit Extensions
referred to herein or secured hereby.
26.
Governing Law; Jurisdiction; Etc.
(a)
THIS PLEDGE AGREEMENT AND EACH PLEDGE
JOINDER AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION
(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR
RELATING TO THIS PLEDGE AGREEMENT OR ANY PLEDGE JOINDER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b)
EACH PLEDGOR IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY
KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR
OTHERWISE,
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AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED
PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS PLEDGE AGREEMENT OR ANY
PLEDGE JOINDER AGREEMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY
FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED