HEREUNDER SHALL BE DELIVERED IN THE MANNER REQUIRED BY THE
AMENDED AND RESTATED CREDIT AGREEMENT AND SHALL BE SUFFICIENTLY GIVEN TO
ADMINISTRATIVE AGENT OR ANY PLEDGOR IF ADDRESSED OR DELIVERED TO THEM AT, IN THE
CASE OF THE ADMINISTRATIVE AGENT AND BORROWERS, ITS ADDRESSES AND TELECOPIER
NUMBERS SPECIFIED IN THE AMENDED AND RESTATED CREDIT AGREEMENT AND IN THE CASE
OF ANY OTHER PLEDGOR, AT THEIR RESPECTIVE ADDRESSES AND TELECOPIER NUMBERS
PROVIDED IN THE SUBSIDIARY GUARANTY AGREEMENT.
ALL SUCH NOTICES AND
COMMUNICATIONS SHALL BE DEEMED TO HAVE BEEN DULY GIVEN AT THE TIMES SET FORTH IN
THE AMENDED AND RESTATED 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 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 ANY PLEDGOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
16
(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 IN PARAGRAPH (B) OF
THIS SECTION.
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF