WARRANTIES BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY RELATIVE TO
THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN
THE OTHER CREDIT DOCUMENTS.
20.
AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE
REMEDIES.
(A)
NONE OF THE TERMS OR PROVISIONS OF THIS PLEDGE AGREEMENT MAY BE
WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED EXCEPT BY A WRITTEN
INSTRUMENT EXECUTED BY THE AFFECTED PLEDGOR AND THE ADMINISTRATIVE AGENT IN
ACCORDANCE WITH SECTION 13.1 OF THE CREDIT AGREEMENT.
12
(B)
NEITHER THE ADMINISTRATIVE AGENT NOR ANY
SECURED PARTY SHALL BY ANY ACT (EXCEPT BY A WRITTEN INSTRUMENT PURSUANT TO
SECTION 20(A) HEREOF), DELAY, INDULGENCE, OMISSION OR OTHERWISE BE DEEMED TO
HAVE WAIVED ANY RIGHT OR REMEDY HEREUNDER OR TO HAVE ACQUIESCED IN ANY DEFAULT
OR EVENT OF DEFAULT OR IN ANY BREACH OF ANY OF THE TERMS AND CONDITIONS HEREOF.
NO FAILURE TO EXERCISE, NOR ANY DELAY IN EXERCISING, ON THE PART OF THE
ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY, ANY RIGHT, POWER OR PRIVILEGE
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF.
NO SINGLE OR PARTIAL EXERCISE OF
ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
A
WAIVER BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY OF ANY RIGHT OR
REMEDY HEREUNDER ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO ANY
RIGHT OR REMEDY THAT THE ADMINISTRATIVE AGENT OR SUCH OTHER SECURED PARTY WOULD
OTHERWISE HAVE ON ANY FUTURE OCCASION.
(C)
THE RIGHTS, REMEDIES, POWERS AND PRIVILEGES
HEREIN PROVIDED ARE CUMULATIVE, MAY BE EXERCISED SINGLY OR CONCURRENTLY AND ARE
NOT EXCLUSIVE OF ANY OTHER RIGHTS OR REMEDIES PROVIDED BY LAW.
21.
SECTION HEADINGS.
THE SECTION HEADINGS USED
IN THIS PLEDGE AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO
AFFECT THE CONSTRUCTION HEREOF OR BE TAKEN INTO CONSIDERATION IN THE
INTERPRETATION HEREOF.
22.
SUCCESSORS AND ASSIGNS.
THIS PLEDGE
AGREEMENT SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF EACH PLEDGOR AND
SHALL INURE TO THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE OTHER SECURED
PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT NO PLEDGOR MAY
ASSIGN, TRANSFER OR DELEGATE ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS PLEDGE
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.
23.
WAIVER OF JURY TRIAL.
EACH PLEDGOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS PLEDGE AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR
ANY COUNTERCLAIM THEREIN.
24.
SUBMISSION TO JURISDICTION; WAIVERS.
EACH
OF THE PLEDGORS HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(a)
submits for itself and its property in any
legal action or proceeding relating to this Pledge Agreement, and the other
Credit Documents to which it is a party, or for recognition and enforcement of
any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States of America
for the Southern District