obligations
of each Grantor
hereunder
shall be binding upon the successors and
permitted
assigns of such Grantor
(including
any
debtor-in-possession
on behalf of such
Grantor) and
shall,
together with the rights and remedies of Agent,
for the benefit of Agent and Lenders,
hereunder,
inure to the benefit of Agent and Lenders,
all future
holders of any
instrument
evidencing
any of the
Obligations
and their
respective
successors
and permitted
assigns except that Grantors may not assign
any of their rights or obligations
hereunder
without the written consent of all Lenders which assignment
without such consent shall be void. No sales of
participations,
other sales,
assignments,
transfers or
other
dispositions
of any agreement
governing or instrument
evidencing the
Obligations or any portion
thereof or
interest
therein
shall in any manner
impair the Lien
granted to Agent,
for the benefit of
Agent and Lenders, hereunder.
20.
COUNTERPARTS
This
Agreement and any
amendments,
waivers,
consents or
supplements
may be executed in any number of
counterparts
and by different
parties
hereto in separate
counterparts,
each of which when so executed
and delivered shall be deemed an original,
but all of which
counterparts
together shall
constitute but
one in the same
instrument.
This
Agreement
shall become
effective upon the execution of a counterpart
hereof by each of the parties hereto.
21.
GOVERNING LAW
(a)
THIS
SECURITY
AGREEMENT
AND THE
OBLIGATIONS
ARISING
HEREUNDER
SHALL BE
GOVERNED
BY,
AND SHALL BE
CONSTRUED
AND ENFORCED IN
ACCORDANCE
WITH THE
INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO
CONFLICTS OF LAW
PRINCIPLES
WHICH SHALL BE DEEMED NOT TO INCLUDE
SECTION
5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW.
(b)
EACH GRANTOR
HEREBY
CONSENTS TO THE
JURISDICTION
OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK
COUNTY,
STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT'S ELECTION,
ALL ACTIONS
OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE OTHER LOAN
DOCUMENTS
SHALL
BE LITIGATED IN SUCH COURTS.
EACH
GRANTOR
EXPRESSLY
SUBMITS AND CONSENTS TO THE
JURISDICTION
OF THE
AFORESAID
COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS.
EACH
GRANTOR
HEREBY
WAIVES
PERSONAL
SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH
SERVICE OF PROCESS MAY
BE MADE UPON SUCH GRANTOR BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT
REQUESTED,
ADDRESSED
TO SUCH
GRANTOR,
AT THE
ADDRESS
SET FORTH IN THIS
AGREEMENT
AND
SERVICE
SO MADE
SHALL BE
COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
22.
WAIVER OF JURY TRIAL
EACH
GRANTOR
HEREBY
WAIVES
ITS
RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR
ARISING OUT OF THIS
SECURITY
AGREEMENT
AND THE OTHER LOAN
DOCUMENTS.
EACH GRANTOR
ACKNOWLEDGES
THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP,
AND THAT AGENT HAS RELIED ON
THE WAIVER IN ENTERING
INTO THIS
SECURITY
AGREEMENT
AND THE OTHER LOAN
DOCUMENTS AND WILL CONTINUE TO
RELY ON THE WAIVER IN THEIR
RELATED
FUTURE
DEALINGS.
EACH GRANTOR
WARRANTS AND
REPRESENTS
THAT SUCH
GRANTOR HAS