THE PARTIES HERETO.
15.2
THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT
REGARD TO CONFLICTS OF LAWS. NOTHING HEREIN SHALL BE DEEMED TO LIMIT ANY RIGHTS,
POWERS OR PRIVILEGES WHICH LENDER MAY HAVE PURSUANT TO ANY LAW OF THE UNITED
STATES OF AMERICA OR ANY RULE, REGULATION OR ORDER OF ANY DEPARTMENT OR AGENCY
THEREOF AND NOTHING HEREIN SHALL BE DEEMED TO MAKE UNLAWFUL ANY TRANSACTION OR
CONDUCT BY LENDER WHICH IS LAWFUL PURSUANT TO, OR WHICH IS PERMITTED BY, ANY OF
THE FOREGOING.
15.3
THIS PLEDGE AGREEMENT IS MADE FOR THE SOLE BENEFIT OF PLEDGOR AND
LENDER, AND NO OTHER PERSON SHALL BE DEEMED TO HAVE ANY PRIVITY OF CONTRACT
HEREUNDER NOR ANY RIGHT TO RELY
9
HEREON TO ANY EXTENT OR FOR ANY PURPOSE WHATSOEVER, NOR SHALL ANY OTHER PERSON
HAVE ANY RIGHT OF ACTION OF ANY KIND HEREON OR BE DEEMED TO BE A THIRD PARTY
BENEFICIARY HEREUNDER.
16.
NOTICES. ALL NOTICES, CONSENTS, REQUESTS,
DEMANDS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE
GIVEN IN ACCORDANCE WITH SECTION 9.8 OF THE LOAN AGREEMENT.
17.
HEADINGS. THE DESCRIPTIVE HEADINGS HEREUNDER
USED ARE FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO LIMIT OR OTHERWISE
EFFECT THE CONSTRUCTION OF ANY PROVISION HEREOF.
18.
COUNTERPART EXECUTION. THIS PLEDGE AGREEMENT
MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN
ORIGINAL, BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
19.
FORUM; AGENT; VENUE. TO INDUCE LENDER TO
ACCEPT THIS PLEDGE AGREEMENT AND ENTER INTO THE OTHER LOAN DOCUMENTS, PLEDGOR
IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER, OR
RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS PLEDGE AGREEMENT OR THE OTHER
LOAN DOCUMENTS SHALL BE LITIGATED ONLY IN A COURT LOCATED IN CHICAGO, ILLINOIS.
PLEDGOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR
FEDERAL COURT LOCATED WITHIN SAID CITY.
PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY
HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST PLEDGOR
BY LENDER.
20.
IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO
ISSUERS. PLEDGOR HEREBY AUTHORIZES AND INSTRUCTS EACH ISSUER OF PLEDGED STOCK TO
COMPLY WITH ANY INSTRUCTION RECEIVED BY IT FROM LENDER IN WRITING THAT
(A) STATES THAT AN EVENT OF DEFAULT HAS OCCURRED AND (B) IS OTHERWISE IN
ACCORDANCE WITH THE TERMS OF THIS PLEDGE AGREEMENT, WITHOUT ANY OTHER OR FURTHER
INSTRUCTIONS FROM PLEDGOR, AND PLEDGOR AGREES THAT THE ISSUER SHALL BE FULLY
PROTECTED IN SO COMPLYING.
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WAIVER OF RIGHT TO JURY TRIAL. PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS PLEDGE AGREEMENT, THE
NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF
PLEDGOR OR LENDER. PLEDGOR ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN