ANY INTEREST IN OR OBLIGATION UNDER THIS SECURITY AGREEMENT
EXCEPT FOR SUCH TRANSFERS AND ASSIGNMENTS TO OTHER CREDIT PARTIES TO THE EXTENT
EXPRESSLY PERMITTED IN THE CREDIT AGREEMENT IN CONNECTION WITH THE PERMITTED
RESTRUCTURING.
17.
COUNTERPARTS.
THIS SECURITY AGREEMENT MAY
BE AUTHENTICATED IN ANY NUMBER OF SEPARATE COUNTERPARTS, EACH OF WHICH SHALL
COLLECTIVELY AND SEPARATELY CONSTITUTE ONE AGREEMENT.
THIS SECURITY AGREEMENT
MAY BE AUTHENTICATED BY MANUAL SIGNATURE, FACSIMILE OR, IF APPROVED IN WRITING
BY AGENT, ELECTRONIC MEANS, ALL OF WHICH SHALL BE EQUALLY VALID.
18.
GOVERNING LAW.
THIS SECURITY AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK.
BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF
ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
BORROWER IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM
THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.3 OF THE CREDIT
21
AGREEMENT.
NOTHING IN THIS SECURITY AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY TO THIS SECURITY AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW.
19.
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED THEREBY AND TO THE FULLEST EXTENT PERMITTED BY LAW WAIVES ANY
RIGHTS THAT IT MAY HAVE TO CLAIM OR RECEIVE CONSEQUENTIAL OR SPECIAL DAMAGES IN
CONNECTION WITH ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.
20.
SECTION TITLES.
THE SECTION TITLES
CONTAINED IN THIS SECURITY AGREEMENT ARE AND SHALL BE WITHOUT SUBSTANTIVE
MEANING OR CONTENT OF ANY KIND WHATSOEVER AND ARE NOT A PART OF THE AGREEMENT
BETWEEN THE PARTIES HERETO.
21.
NO STRICT CONSTRUCTION.
THE PARTIES HERETO
HAVE PARTICIPATED JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS SECURITY
AGREEMENT.
IN THE EVENT AN AMBIGUITY OR QUESTION OF INTENT OR INTERPRETATION
ARISES, THIS SECURITY AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED JOINTLY BY THE
PARTIES HERETO AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE FAVORING OR
DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY PROVISIONS OF THIS
SECURITY AGREEMENT.
22.
ADVICE OF COUNSEL.
EACH OF THE PARTIES
REPRESENTS TO EACH OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS SECURITY
AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF SECTION 18 AND SECTION 19, WITH
ITS COUNSEL.
23.
BENEFIT OF LENDERS.
ALL LIENS GRANTED OR
CONTEMPLATED HEREBY SHALL BE