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.
21
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 FOR THE BENEFIT OF AGENT, INDIVIDUALLY, AND
LENDERS, AND ALL PROCEEDS OR PAYMENTS REALIZED FROM COLLATERAL IN ACCORDANCE
HEREWITH SHALL BE APPLIED TO THE OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THE
CREDIT AGREEMENT.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]
22
IN WITNESS WHEREOF, EACH OF THE PARTIES HERETO HAS CAUSED THIS GUARANTOR
SECURITY AGREEMENT TO BE EXECUTED AND DELIVERED BY ITS DULY AUTHORIZED OFFICER
AS OF THE DATE FIRST SET FORTH ABOVE.
GRANTOR(S):
By:
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION, as Agent
By:
Name:
Its Duly Authorized Signatory
SCHEDULE I
to
SECURITY AGREEMENT
FILING JURISDICTIONS
SCHEDULE II
to
SECURITY AGREEMENT
INSTRUMENTS
CHATTEL PAPER
AND
LETTER OF CREDIT RIGHTS
[to be completed by Grantors]
SCHEDULE
to
SECURITY AGREEMENT
SCHEDULE OF OFFICES, LOCATIONS OF COLLATERAL
AND RECORDS CONCERNING
'S COLLATERAL
I.
Grantor's official name:
II.
Type of entity:
III.
Organizational identification number issued
by Grantor's state of incorporation or organization or a statement that no such
number has been issued:
IV.
State or Incorporation or Organization of
:
V.
Chief Executive Office and principal
place of business of
:
VI.
Corporate Offices of
:
VII.
Warehouses:
VIII.
Other Premises at which Collateral is Stored or
Located:
IX.
Locations of Records Concerning Collateral:
[to be completed by Grantors]
SCHEDULE IV
to
SECURITY AGREEMENT
PATENTS, TRADEMARKS AND COPYRIGHTS
[XYZ]
[ABC]
[DEF]
[to be completed by Grantors]
EXHIBIT A
POWER OF ATTORNEY
This Power of Attorney is executed and delivered by the Grantors signatory
hereto ("Grantors") to General Electric Capital Corporation, a Delaware
corporation (hereinafter referred to as "Attorney"), as Agent for the benefit of
Agent and Lenders, under a Credit Agreement, dated as of
, 20
, and a Guarantor Security Agreement, dated
as of
, 20
, and other