OTHER
HAND, PERTAINING TO THIS SECURITY AGREEMENT OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS SECURITY AGREEMENT, PROVIDED, THAT LENDER AND THE DEBTOR
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND FURTHER
PROVIDED, THAT NOTHING IN THIS SECURITY AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO COLLECT ON THE OBLIGATIONS AND THE GUARANTY OBLIGATIONS, TO
REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS OR THE
GUARANTY OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
LENDER.
THE DEBTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE DEBTOR
HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.
THE DEBTOR HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE DEBTOR AT
THE ADDRESS SET FORTH ON THE SIGNATURE LINES HERETO AND THAT SERVICE SO MADE
SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE DEBTOR'S ACTUAL RECEIPT
THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE
PREPAID.
The parties desire that their disputes be resolved by a judge applying such
applicable laws.
Therefore, to achieve the best combination of the benefits of
the judicial system and of arbitration, the parties hereto waive all rights to
trial by jury in any action, suit, or proceeding brought to resolve any dispute,
whether arising in contract, tort, or otherwise between Lender, and/or any
Debtor arising out of, connected with, related or incidental to the relationship
established between them in connection with this Security Agreement or the
transactions related hereto.
15
17.
JOINDER.
IT IS UNDERSTOOD AND AGREED THAT
ANY PERSON THAT DESIRES TO BECOME A DEBTOR HEREUNDER, OR IS REQUIRED TO EXECUTE
A COUNTERPART OF THIS SECURITY AGREEMENT AFTER THE DATE HEREOF PURSUANT TO THE
REQUIREMENTS OF THE CREDIT AGREEMENT OR ANY ANCILLARY AGREEMENT, SHALL BECOME A
DEBTOR HEREUNDER BY (A) EXECUTING A JOINDER AGREEMENT IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER, (B) DELIVERING SUPPLEMENTS TO SUCH EXHIBITS AND ANNEXES
TO THE CREDIT AGREEMENT OR ANY ANCILLARY AGREEMENTS AS LENDER SHALL REASONABLY
REQUEST AND (C) TAKING ALL ACTIONS AS SPECIFIED IN THIS SECURITY AGREEMENT AS
WOULD HAVE BEEN TAKEN BY THE DEBTOR HAD IT BEEN AN ORIGINAL PARTY TO THIS
SECURITY AGREEMENT, IN EACH CASE WITH ALL DOCUMENTS REQUIRED ABOVE TO BE
DELIVERED TO LENDER AND WITH ALL DOCUMENTS AND ACTIONS REQUIRED ABOVE TO BE
TAKEN TO THE REASONABLE SATISFACTION OF LENDER.
18.
NOTICES.
NOTICES HEREUNDER SHALL BE GIVEN
TO THE DEBTOR IN THE MANNER SET FORTH IN THE CREDIT AGREEMENT