a Joinder Agreement shall thereupon irrevocably,
absolutely and unconditionally become a party hereto and obligated hereunder as
a Grantor and shall have thereupon pursuant to Section 2 hereof granted a
security interest in and collaterally assigned to the Administrative Agent for
the benefit of the Secured Parties all Collateral in which it has at its
Applicable Date or thereafter acquires any interest or the power to transfer,
and all references herein and in the other Loan Documents to the Grantors or to
the parties to this Security Agreement shall be deemed to include such Person as
a Grantor hereunder.
Each Joinder Agreement shall be accompanied by the
Supplemental Schedules referred to therein, appropriately completed with
information relating to the Grantor executing such Joinder Agreement and its
property.
Each of the applicable Schedules attached hereto shall be deemed
amended and supplemented by such information reflected on the Supplemental
Schedules attached to each Joinder Agreement without further action.
26.
Rules of Interpretation.
The rules of interpretation contained in
Sections 1.02 and 1.05 of the Credit Agreement shall be applicable to this
Security Agreement and each Joinder Agreement and are hereby incorporated by
reference.
All representations and warranties contained herein shall survive
the delivery of documents and any Credit Extensions referred to herein or
secured hereby.
27.
Governing Law; Waivers.
(a)
THIS SECURITY AGREEMENT AND EACH JOINDER AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE;
PROVIDED THAT (i) WITH RESPECT TO THOSE INSTANCES IN WHICH THE APPLICABLE CHOICE
OF LAWS
N-25
Form of Security Agreement
RULES OF SUCH STATE, INCLUDING SECTION 9-301 OF THE UCC, REQUIRE THAT THE MANNER
OF CREATION OF A SECURITY INTEREST IN SPECIFIC COLLATERAL OR THE MANNER OR
EFFECT OF PERFECTION OR NONPERFECTION OR THE RULES GOVERNING PRIORITY OF
SECURITY INTERESTS ARE TO BE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION, THEN
THE LAWS OF SUCH OTHER JURISDICTION SHALL GOVERN SUCH MATTERS, AND (ii) IN THOSE
INSTANCES IN WHICH THE LAWS OF THE JURISDICTION IN WHICH COLLATERAL IS LOCATED
GOVERN MATTERS PERTAINING TO THE METHODS AND EFFECT OF REALIZING ON COLLATERAL,
SUCH LAWS SHALL BE GIVEN EFFECT WITH RESPECT TO SUCH MATTERS.
(b)
EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS
THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY
AGREEMENT OR ANY JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR
THEREIN MAY BE INSTITUTED IN ANY STATE COURT SITTING IN NEW YORK COUNTY, STATE
OF NEW YORK OR THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND, BY THE EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT OR A
JOINDER AGREEMENT, EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY HAVE NOW OR
HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION OF ANY SUCH SUIT,
ACTION OR PROCEEDING, AND IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO
THE NONEXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH