NO WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF THE OTHER PROVISIONS OF THIS
PLEDGE AGREEMENT.
SECTION 4.5
FURTHER ASSURANCES.
THE
PLEDGOR AGREES TO DO AND PERFORM, FROM TIME TO TIME, ANY AND ALL ACTS AND TO
EXECUTE ANY AND ALL FURTHER INSTRUMENTS REQUIRED OR REASONABLY REQUESTED BY THE
SECURED PARTY TO MAINTAIN THE PERFECTION AND THE PRIORITY OF THE SECURED PARTY'S
INTEREST AND TO EFFECT MORE FULLY THE PURPOSES OF THIS PLEDGE AGREEMENT.
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SECTION 4.6
NO WAIVER; CUMULATIVE
REMEDIES.
NO FAILURE TO EXERCISE AND NO DELAY IN EXERCISING, ON THE PART OF THE
SECURED PARTY, ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER, SHALL OPERATE AS
A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY,
POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR
THE EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE.
THE RIGHTS,
REMEDIES, POWERS AND PRIVILEGES HEREIN PROVIDED ARE CUMULATIVE AND NOT
EXHAUSTIVE OF ANY RIGHTS, REMEDIES, POWERS AND PRIVILEGES PROVIDED BY LAW.
SECTION 4.7
AMENDMENT.
THIS PLEDGE
AGREEMENT MAY NOT BE MODIFIED, AMENDED, WAIVED OR SUPPLEMENTED EXCEPT BY A
WRITING SIGNED BY EACH OF THE PARTIES HERETO.
SECTION 4.8
HEADINGS.
THE HEADINGS HEREIN
ARE FOR PURPOSES OF REFERENCE ONLY AND SHALL NOT OTHERWISE AFFECT THE MEANING OR
INTERPRETATION OF ANY PROVISION HEREOF.
SECTION 4.9
GOVERNING LAW.
THIS PLEDGE
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LOCAL LAWS
OF THE STATE OF ILLINOIS, WITHOUT REGARD TO ITS PRINCIPLES OF CHOICE OF LAW.
SECTION 4.10
SUBMISSION TO JURISDICTION.
PLEDGOR
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS
OF COMPETENT JURISDICTION IN THE STATE OF ILLINOIS IN ANY SUIT OR PROCEEDING
ARISING OUT OF THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED BY SUCH COURTS IN CONNECTION WITH
THIS PLEDGE AGREEMENT AND WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION THAT IT
MAY HAVE UNDER THE LAWS OF ILLINOIS OR ANY OTHER JURISDICTION.
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IN WITNESS WHEREOF, the undersigned have caused this Pledge Agreement to be duly
executed and delivered by their respective duly authorized officers as of the
day and year first above written.
KENNETT CAPITAL, INC.
By:
/s/ Steven C. Verney
Name: Steven C. Verney
Title: Treasurer
ALLSTATE LIFE INSURANCE COMPANY
By:
/s/ Barry S. Paul
Name: Barry S. Paul
Title: Assistant Vice President and Assistant Treasurer
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