any limited liability company or
partnership either before or after an Event of Default shall have occurred. The
Pledgee shall have only those powers set forth herein and the Secured Creditors
shall assume none of the duties, obligations or liabilities of a member of any
limited liability company or partnership or any Pledgor except as provided in
the last sentence of paragraph (a) of this Section 21.
(c)
The Pledgee and the other Secured Creditors shall not be obligated
to perform or discharge any obligation of any Pledgor as a result of the pledge
hereby effected.
(d)
The acceptance by the Pledgee of this Agreement, with all the
rights, powers, privileges and authority so created, shall not at any time or in
any event obligate the Pledgee or any other Secured Creditor to appear in or
defend any action or proceeding relating to the Collateral to which it is not a
party, or to take any action hereunder or thereunder, or to expend any money or
incur any expenses or perform or discharge any obligation, duty or liability
under the Collateral.
22.
WAIVER; AMENDMENT. EXCEPT AS CONTEMPLATED IN SECTION 25 HEREOF,
NONE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY BE AMENDED, CHANGED,
WAIVED, DISCHARGED OR TERMINATED IN ANY MANNER WHATSOEVER EXCEPT IN ACCORDANCE
WITH THE TERMS OF THE SECURITY AGREEMENT.
23.
MISCELLANEOUS. THIS AGREEMENT SHALL CREATE A CONTINUING SECURITY
INTEREST IN THE COLLATERAL AND SHALL (I) REMAIN IN FULL FORCE AND EFFECT,
SUBJECT TO RELEASE AND/OR TERMINATION AS SET FORTH IN SECTION 19 HEREOF, (II) BE
BINDING UPON EACH PLEDGOR, ITS SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT
NO PLEDGOR SHALL ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER (A) TO ANY
NETHERLANDS CREDIT PARTY (AS DEFINED IN THE BANK CREDIT AGREEMENT) OR (B)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE PLEDGEE AND OTHERWISE IN ACCORDANCE
WITH THE TERMS OF THE RESPECTIVE SECURED DEBT AGREEMENTS, AND (III) INURE,
TOGETHER WITH THE RIGHTS AND REMEDIES OF THE PLEDGEE HEREUNDER, TO THE BENEFIT
OF THE PLEDGEE, THE OTHER SECURED CREDITORS AND THEIR RESPECTIVE SUCCESSORS,
TRANSFEREES AND ASSIGNS. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE HEADINGS OF THE
SEVERAL SECTIONS AND SUBSECTIONS IN THIS AGREEMENT ARE FOR PURPOSES OF REFERENCE
ONLY AND SHALL NOT LIMIT OR DEFINE THE MEANING HEREOF. THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT
ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE INSTRUMENT. IN THE EVENT THAT ANY
PROVISION OF THIS AGREEMENT SHALL PROVE TO BE INVALID OR UNENFORCEABLE, SUCH
PROVISION SHALL BE DEEMED TO BE SEVERABLE FROM THE OTHER PROVISIONS OF THIS
AGREEMENT WHICH SHALL REMAIN BINDING
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ON ALL PARTIES HERETO. PLEDGEE MAY EXECUTE ANY OF ITS DUTIES HEREUNDER BY OR
THROUGH AGENTS OR EMPLOYEES AND SHALL BE ENTITLED TO ADVICE OF COUNSEL
CONCERNING ALL MATTERS PERTAINING TO ITS