THEREOF, BY REGISTERED MAIL, POSTAGE
PREPAID, TO SUCH AGENT AT SUCH ADDRESS, AND AGREES THAT SUCH SERVICE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
(I) SHALL BE DEEMED IN EVERY
RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR
PROCEEDING; AND (II) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON
AND PERSONAL DELIVERY TO IT.
IF ANY AGENT APPOINTED BY ANY PERSON PARTY HERETO
REFUSES TO ACCEPT SERVICE, SUCH PERSON HEREBY AGREES THAT SERVICE UPON IT BY
MAIL SHALL UPON RECEIPT CONSTITUTE SUFFICIENT NOTICE.
NOTHING HEREIN CONTAINED
SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW OR SHALL LIMIT THE RIGHT OF ANY OTHER PERSON PARTY HERETO TO
BRING PROCEEDINGS AGAINST SUCH PARTY IN THE COURTS OF ANY OTHER JURISDICTION.
SECTION 7.11.
Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS SECURITY AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
SECTION 7.12.
Counterparts.
This Security Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
Delivery of an executed counterpart of a signature page to this
Security Agreement by facsimile or via other electronic means shall be effective
as delivery of a manually executed counterpart of this Security Agreement.
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SECTION 7.13.
Security Agreements.
Without limiting any of the rights,
remedies, privileges or benefits provided hereunder to the Agent for its benefit
and the ratable benefit of the other Secured Parties, each Grantor and the Agent
hereby agree that the terms and provisions of this Security Agreement in respect
of any Collateral subject to the pledge or other Lien of any other Transaction
Document are, and shall be deemed to be, supplemental and in addition to the
rights, remedies, privileges and benefits provided to the Agent and the other
Secured Parties under such other Transaction Document and under Applicable Law
to the extent consistent with Applicable Law.
SECTION 7.14.
ENTIRE AGREEMENT.
THIS SECURITY AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE