ONLY TO THE EXTENT
THAT THE EXERCISE THEREOF DOES NOT VIOLATE ANY APPLICABLE PROVISION OF LAW, AND
ALL THE PROVISIONS OF THIS SECURITY AGREEMENT ARE INTENDED TO BE SUBJECT TO ALL
APPLICABLE MANDATORY PROVISIONS OF LAW THAT MAY BE CONTROLLING AND TO BE LIMITED
TO THE EXTENT NECESSARY SO THAT THEY SHALL NOT RENDER THIS SECURITY AGREEMENT
INVALID, UNENFORCEABLE, IN WHOLE OR IN PART, OR NOT ENTITLED TO BE RECORDED,
REGISTERED OR FILED UNDER THE PROVISIONS OF ANY APPLICABLE LAW.
15.
TERMINATION OF THIS SECURITY AGREEMENT.
SUBJECT TO SECTION 10 HEREOF, THIS SECURITY AGREEMENT SHALL TERMINATE UPON THE
TERMINATION DATE.
16.
SUCCESSORS AND ASSIGNS.
THIS SECURITY
AGREEMENT AND ALL OBLIGATIONS OF GRANTORS HEREUNDER SHALL BE BINDING UPON THE
SUCCESSORS AND ASSIGNS OF EACH 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 ASSIGNS.
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.
NO GRANTOR MAY ASSIGN,
SELL, HYPOTHECATE OR OTHERWISE TRANSFER ANY INTEREST IN OR OBLIGATION UNDER THIS
SECURITY AGREEMENT.
20
17.
COUNTERPARTS.
THIS SECURITY AGREEMENT MAY
BE AUTHENTICATED IN ANY NUMBER OF SEPARATE COUNTERPARTS, EACH OF WHICH SHALL
COLLECTIVELY AND SEPARATELY CONSTITUTE ONE AGREEMENT.
THIS SECURITY AGREEMENT
MAY BE AUTHENTICATED BY MANUAL SIGNATURE, FACSIMILE OR, IF APPROVED IN WRITING
BY AGENT, ELECTRONIC MEANS, ALL OF WHICH SHALL BE EQUALLY VALID.
18.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
EACH GRANTOR HEREBY SUBMITS TO
THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW
YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH GRANTOR IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF THE PARTIES HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
11.3 OF THE CREDIT AGREEMENT.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.
19.
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN