ENTERED INTO BETWEEN THE PLEDGORS WITH RESPECT TO WHICH SUCH WAIVER,
AMENDMENT OR MODIFICATION RELATES AND THE ADMINISTRATIVE AGENT, WITH THE PRIOR
WRITTEN CONSENT OF THE REQUIRED LENDERS (EXCEPT AS OTHERWISE PROVIDED IN THE
CREDIT AGREEMENT).
20.
SEVERABILITY.
ANY PROVISION OF THIS PLEDGE AGREEMENT HELD TO BE ILLEGAL,
INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH ILLEGALITY, INVALIDITY OR UNENFORCEABILITY
WITHOUT AFFECTING THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THE REMAINING
PROVISIONS HEREOF OR THEREOF; AND THE ILLEGALITY, INVALIDITY OR 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 PLEDGORS OR
ADMINISTRATIVE AGENT HEREUNDER SHALL BE DELIVERED IN THE MANNER REQUIRED BY THE
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 BORROWER, ITS ADDRESSES AND TELECOPIER NUMBERS SPECIFIED IN THE 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 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.
15
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