OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS PLEDGE AGREEMENT MAY BE BROUGHT IN THE COURTS OF
THE STATE OF NORTH CAROLINA SITTING IN MECKLENBURG COUNTY OR OF THE UNITED
STATES FOR EITHER THE WESTERN DISTRICT OF NORTH CAROLINA AND, BY EXECUTION AND
DELIVERY OF THIS PLEDGE AGREEMENT, EACH PLEDGOR HEREBY IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF SUCH COURTS.
EACH PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES PURSUANT TO SECTION 11.02
OF THE CREDIT AGREEMENT AND IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
TO OTHERWISE PROCEED AGAINST ANY PLEDGOR IN ANY OTHER JURISDICTION.
(B)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PLEDGOR
HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT
OF OR IN CONNECTION WITH THIS PLEDGE AGREEMENT BROUGHT IN THE COURTS REFERRED TO
IN SUBSECTION (A) HEREOF AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
22.
WAIVER OF JURY TRIAL.
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH OF THE PARTIES TO THIS PLEDGE AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
23.
SEVERABILITY.
IF ANY PROVISION OF THIS PLEDGE AGREEMENT IS
DETERMINED TO BE ILLEGAL, INVALID OR UNENFORCEABLE, SUCH PROVISION SHALL BE
FULLY SEVERABLE AND THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL BE CONSTRUED WITHOUT GIVING EFFECT TO THE ILLEGAL, INVALID OR
UNENFORCEABLE PROVISIONS.
24.
ENTIRETY.
THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND THERETO, AND SUPERSEDE
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, IF ANY, INCLUDING ANY
COMMITMENT LETTERS OR CORRESPONDENCE RELATING TO THIS PLEDGE AGREEMENT AND THE
OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN.
25.
SURVIVAL.
ALL REPRESENTATIONS AND WARRANTIES OF THE PLEDGORS
HEREUNDER SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT, THE
OTHER LOAN DOCUMENTS, THE DELIVERY OF THE NOTES AND THE MAKING OF THE LOANS.
26.
OTHER SECURITY.
TO THE EXTENT THAT ANY OF THE PLEDGOR OBLIGATIONS
ARE NOW OR HEREAFTER SECURED BY PROPERTY OTHER THAN THE PLEDGED COLLATERAL
(INCLUDING, WITHOUT LIMITATION, REAL AND OTHER PERSONAL PROPERTY OWNED BY A
PLEDGOR), OR BY A GUARANTEE, ENDORSEMENT OR PROPERTY OF ANY OTHER PERSON, THEN
THE ADMINISTRATIVE AGENT (ON BEHALF OF THE SECURED PARTIES) SHALL HAVE THE RIGHT
TO PROCEED AGAINST SUCH OTHER PROPERTY, GUARANTEE OR ENDORSEMENT UPON THE
OCCURRENCE OF ANY EVENT OF