VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.
TO THE EXTENT THAT THE PLEDGOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE PLEDGOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS PLEDGE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
SECTION 7.11
WAIVER OF JURY TRIAL.
EACH SECURED PARTY BY
ACCEPTING THE BENEFITS OF THIS PLEDGE AGREEMENT AND THE PLEDGOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS PLEDGE AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE SECURED PARTIES OR THE PLEDGOR.
THE
PLEDGOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER
TRANSACTION DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE SECURED PARTIES ENTERING INTO THIS PLEDGE AGREEMENT
AND EACH OTHER TRANSACTION DOCUMENT.
SECTION 7.12
NO ORAL AGREEMENTS.
THIS WRITTEN PLEDGE AGREEMENT
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
19
AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.
SECTION 7.13
Filing as a Financing Statement.
At the option of
the Collateral Agent, this Pledge Agreement, or a carbon, photographic or other
reproduction of this Pledge Agreement or of any U.C.C. financing statement,
continuations and amendments thereto, covering all of the Collateral or any
portion thereof shall be sufficient as a U.C.C. financing statement and may be
filed as such without the signature of the Pledgor where and to the full extent
permitted by applicable law.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
20
IN WITNESS WHEREOF, each of the parties hereto have caused this Pledge
Agreement to be duly executed and delivered by its officers thereunto duly
authorized as of the date first above written.
PLEDGOR:
[USS JV MANAGER INC.]
[USS PC HOLDING CORP.]
By:
/s/ Paul Gridley
Name:
Paul Gridley
Title:
Chairman and Chief Executive Officer
c/o U.S. Shipping Partners L.P.
399 Thornall Street
Edison, NJ 08837
S-1
[SIGNATURE PAGE OF PLEDGE BY [USS JV MANAGER INC.]
[USS PC HOLDING CORP.]
COLLATERAL AGENT:
KEYBANK NATIONAL ASSOCIATION
By:
/s/ Thomas Rajan
Name:
Thomas Rajan
Title:
Senior Vice President
S-2
[SIGNATURE PAGE OF PLEDGE BY [USS JV MANAGER INC.]
[USS PC HOLDING CORP.]
EXHIBIT A
PROMISSORY NOTE
$_______________
___________, 2006
FOR VALUE RECEIVED, the undersigned, ______________, a _______________
(the "Maker"), promises to pay to the