THE REMAINING PROVISIONS CONTAINED HEREIN OR
THEREIN SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY (IT BEING
UNDERSTOOD THAT THE INVALIDITY OF A PARTICULAR PROVISION IN A PARTICULAR
JURISDICTION SHALL NOT IN AND OF ITSELF AFFECT THE VALIDITY OF SUCH PROVISION IN
ANY OTHER JURISDICTION).
SECTION 18.
GOVERNING LAW
THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
17
SECTION 19.
COUNTERPARTS
This Security Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which, when taken together, shall constitute a single
contract (subject to Section 16), and shall become effective as provided in
Section 16.
Delivery of an executed counterpart of this Security Agreement by
facsimile transmission or electronic photocopy (i.e., "pdf") shall be as
effective as delivery of a manually executed counterpart of this Security
Agreement.
SECTION 20.
HEADINGS
Section headings used herein are for convenience of reference only, are not part
of this Security Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Security Agreement.
SECTION 21.
SUBMISSION TO JURISDICTION:
CONSENT TO SERVICE OF PROCESS
(A)
EACH PARTY TO THIS SECURITY AGREEMENT
HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS FOR ITSELF AND ITS PROPERTY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT AND THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY
JUDGMENT IN RESPECT THEREOF, TO THE NON EXCLUSIVE GENERAL JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF.
(B)
EACH PARTY TO THIS SECURITY AGREEMENT
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME.
(C)
EACH PARTY TO THIS SECURITY AGREEMENT
AGREES TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR IN SECTION 10.10(C) OF
THE CREDIT AGREEMENT.
NOTHING IN THIS SECURITY AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY TO THIS SECURITY AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.
(D)
EACH PARTY TO THIS SECURITY AGREEMENT AGREES
THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER
JURISDICTION.
(E)
EACH PARTY TO THIS SECURITY AGREEMENT
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION
ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
SECTION 22.
WAIVER OF