complete payment and performance by the Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of the Guaranteed Obligations, and
(c) expressly assumes all obligations and liabilities of a Guarantor and a
Grantor under the Guaranty and Security Agreement. The information set forth in
Annex 1-A hereto is hereby added to the information set forth in Schedule[s]
[
], [
] and [
] to the Guaranty and Security Agreement.
The Additional Grantor hereby represents and warrants that, with respect to the
Additional Grantor, each of the representations and warranties contained in
Section 4 of the Guaranty and Security Agreement is true and correct in all
material respects (without duplication of any materiality qualifier therein) on
and as the date hereof (after giving effect to this Assumption Agreement) as if
made on and as of such date.
2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT AND THE VALIDITY, INTERPRETATION,
CONSTRUCTION, AND PERFORMANCE HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND ANY CLAIM BY ANY PARTY HERETO AGAINST ANY OTHER
PARTY HERETO (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT
OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO
POST-JUDGMENT INTEREST) SHALL BE DETERMINED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK FOR CONTRACTS MADE AND TO BE PERFORMED WHOLLY
WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS
REQUIRING APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
3. WAIVER OF JURY TRIAL; DISPUTE RESOLUTION; JURISDICTION; VENUE; SERVICE OF
PROCESS. THE ADDITIONAL GRANTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN
CONNECTION WITH THIS ASSUMPTION AGREEMENT, OR (II) ARISING FROM ANY DISPUTE OR
CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS ASSUMPTION AGREEMENT. EACH
PARTY FURTHER AGREES THAT THE TERMS AND PROVISIONS OF SECTION 8.17 OF THE
GUARANTY AND SECURITY AGREEMENT ("WAIVER OF JURY TRIAL; DISPUTE RESOLUTION;
JURISDICTION; VENUE; SERVICE OF PROCESS") ARE HEREBY INCORPORATED HEREIN BY
REFERENCE, AND SHALL APPLY TO THIS AGREEMENT MUTATIS MUTANDIS AS IF FULLY SET
FORTH HEREIN.
4. Miscellaneous. The terms and provisions of Sections 8.1, 8.2, 8.4, 8.6, 8.7,
8.8 and 8.9 of the Guaranty and Security Agreement ("Amendments and Waivers";
"Notices"; "Successors and Assigns"; "Counterparts"; "Severability"; "Section
Headings"; "Integration") are hereby incorporated herein by reference, and shall
apply to this Assumption Agreement mutatis mutandis as if fully set forth
herein. This Assumption Agreement shall constitute a "Loan Document" for all
purposes of the Loan Agreement and the other Loan Documents.
5. No Novation or Release. Nothing in this Assumption Agreement shall be
construed to release any other Grantor at any time party to the Guaranty and
Security Agreement from its obligations and liabilities thereunder or otherwise
affect any of such other Grantor's obligations or liabilities under any Loan
Document.
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IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be