IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS SECURITY AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS.
Exhibit I-1 - 23
SECTION 7.10
WAIVER OF JURY TRIAL.
EACH SECURED PARTY BY
ACCEPTING THE BENEFITS OF THIS SECURITY AGREEMENT AND THE GRANTOR 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 SECURITY 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 GRANTOR.
THE
GRANTOR 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 SECURITY
AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT.
SECTION 7.11
NO ORAL AGREEMENTS.
THIS WRITTEN SECURITY
AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL 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 7.12
Filing as a Financing Statement.
At the option of
the Collateral Agent, this Security Agreement, or a carbon, photographic or
other reproduction of this Security 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 Grantor where and to the full
extent permitted by applicable law.
SECTION 7.13
[Binding on Successors, Transferees and Assigns;
Assignment.
In addition to, and not in limitation of, but subject to the
provisions of, Section 2.3, this Security Agreement shall be binding upon the
Grantor and its successors, transferees and assigns and shall inure to the
benefit of and be enforceable by each Secured Party and each holder of a Note
and their respective successors, transferees and assigns (to the full extent
provided pursuant to Section 2.3); provided, however, that the Grantor may not
assign any of its obligations hereunder without the prior written consent of all
Lenders.]16
[SIGNATURES BEGIN ON FOLLOWING PAGE]
16
Use for Security Agreement delivered by a Subsidiary that is not a Borrower.
Exhibit I-1 - 24
IN WITNESS WHEREOF, each of the parties hereto have caused this
Security Agreement to be duly executed and delivered by its officer thereunto
duly authorized as of the date first above written.
GRANTOR:
[U.S. SHIPPING FINANCE CORP]
[USS PRODUCT MANAGER LLC]
[USS JV MANAGER INC.]
[USS PC HOLDING CORP.]
By:
/s/ Paul Gridley
Name:
Paul Gridley
Title:
Chairman and
Chief Executive Officer
S-1
[SECURITY AGREEMENT BY [ENTITY NAME]]
COLLATERAL AGENT:
KEYBANK NATIONAL ASSOCIATION
By:
/s/ Thomas Rajan
Name:
Thomas Rajan
Title:
Senior Vice President
S-2
[SECURITY AGREEMENT BY [ENTITY NAME]]