DOCUMENT AGAINST SUCH
PARTY OR AGAINST ANY OTHER PERSON.
(D)
ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED OR
UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE
TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE
REMAINING PORTIONS HEREOF OR THEREOF OR AFFECTING THE VALIDITY OR ENFORCEABILITY
OF SUCH PROVISION IN ANY OTHER JURISDICTION.
(E)
THIS AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST IN THE
PLEDGED COLLATERAL AND SHALL (I) REMAIN IN FULL FORCE AND EFFECT UNTIL THE
SATISFACTION IN FULL OR RELEASE OF THE OBLIGATIONS AND (II) BE BINDING ON THE
PLEDGOR AND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE, TOGETHER WITH ALL RIGHTS
AND REMEDIES OF THE PLEDGEES HEREUNDER, TO THE BENEFIT OF THE PLEDGEES AND THEIR
RESPECTIVE SUCCESSORS, TRANSFEREES AND ASSIGNS; PROVIDED THAT NO SUCH TRANSFER
OR ASSIGNMENT SHALL BE VALID IF IT IS IN VIOLATION OF APPLICABLE SECURITIES
LAWS.
WITHOUT LIMITING THE GENERALITY OF CLAUSE (II) OF THE IMMEDIATELY
PRECEDING SENTENCE, SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS, ANY
PLEDGEE MAY ASSIGN OR OTHERWISE TRANSFER ALL OR ANY PORTION OF THE NOTES, AND
ITS RIGHTS UNDER THE TRANSACTION DOCUMENTS, TO ANY OTHER PERSON, AND SUCH OTHER
PERSON SHALL THEREUPON BECOME VESTED WITH ALL OF THE BENEFITS IN RESPECT THEREOF
GRANTED TO SUCH PLEDGEE HEREIN OR OTHERWISE UNLESS SUCH BENEFIT IS UNAVAILABLE
UNDER APPLICABLE LAW.
UPON ANY SUCH PERMITTED ASSIGNMENT OR TRANSFER, ALL
REFERENCES IN THIS AGREEMENT TO A PLEDGEE SHALL MEAN THE ASSIGNEE OF SUCH
PLEDGEE.
NONE OF THE RIGHTS OR OBLIGATIONS OF THE PLEDGOR HEREUNDER MAY BE
ASSIGNED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF PLEDGEES
HOLDING A MAJORITY OF THE PLEDGED SHARES THEN HELD BY ALL PLEDGEES.
(F)
UPON THE SATISFACTION IN FULL OF THE OBLIGATIONS, (I) THIS
AGREEMENT AND THE SECURITY INTEREST CREATED HEREBY SHALL TERMINATE AND ALL
RIGHTS TO THE PLEDGED COLLATERAL, IF ANY
12
SHALL BE REMAINING, SHALL REVERT TO THE PLEDGOR, AND (II) THE CUSTODIAN, THE
CASH COLLATERAL CUSTODIAN AND THE PLEDGEES WILL, UPON THE PLEDGOR'S REQUEST AND
AT THE PLEDGOR'S EXPENSE, (A) RETURN TO THE PLEDGOR SUCH OF THE PLEDGED
COLLATERAL AS SHALL NOT HAVE BEEN SOLD OR OTHERWISE DISPOSED OF, DEALT WITH OR
APPLIED PURSUANT TO THE TERMS HEREOF AND OF THE TRANSACTION DOCUMENTS AND (B)
EXECUTE AND DELIVER TO THE PLEDGOR, WITHOUT RECOURSE, REPRESENTATION OR
WARRANTY, SUCH DOCUMENTS AS THE PLEDGOR SHALL REASONABLY REQUEST TO EVIDENCE
SUCH TERMINATION.
(g)
All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of
the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York, except to the extent that the validity and
perfection or the perfection and the effect of perfection or non-perfection of
the security interest created hereby, or remedies hereunder, in respect of