COLLATERAL.
IF ANY TAX BY ANY NATION OR GOVERNMENT, ANY STATE OR OTHER
POLITICAL SUBDIVISION THEREOF, AND ANY AGENCY, DEPARTMENT OR OTHER ENTITY
EXERCISING EXECUTIVE, LEGISLATIVE, JUDICIAL, REGULATORY OR ADMINISTRATIVE
FUNCTIONS OF OR PERTAINING TO GOVERNMENT (EACH, A "GOVERNMENTAL AUTHORITY") IS
OR MAY BE IMPOSED ON OR AS A RESULT OF ANY TRANSACTION BETWEEN ANY ASSIGNOR, ON
THE ONE HAND, AND THE AGENT AND/OR ANY OTHER CREDITOR PARTY ON THE OTHER HAND,
WHICH THE AGENT AND/OR ANY OTHER CREDITOR PARTY IS OR MAY BE REQUIRED TO
WITHHOLD OR PAY (INCLUDING, WITHOUT LIMITATION, AS A RESULT OF A BREACH BY ANY
ASSIGNOR OF SECTION 6.16 OF THE PURCHASE AGREEMENT), THE ASSIGNORS HEREBY
JOINTLY AND SEVERALLY INDEMNIFY AND HOLD THE AGENT AND EACH OTHER CREDITOR PARTY
HARMLESS IN RESPECT OF SUCH TAXES, AND THE ASSIGNORS WILL REPAY TO THE AGENT OR
SUCH OTHER CREDITOR PARTY THE AMOUNT OF ANY SUCH TAXES WHICH SHALL BE CHARGED TO
THE ASSIGNORS' ACCOUNT; AND UNTIL THE ASSIGNORS SHALL FURNISH THE AGENT AND SUCH
OTHER CREDITOR PARTY WITH INDEMNITY THEREFOR (OR SUPPLY THE AGENT AND SUCH OTHER
CREDITOR PARTY WITH EVIDENCE SATISFACTORY TO IT THAT DUE PROVISION FOR THE
PAYMENT THEREOF HAS BEEN MADE), THE CREDITOR PARTIES MAY HOLD WITHOUT INTEREST
ANY BALANCE STANDING TO EACH ASSIGNOR'S CREDIT (IF ANY) AND THE AGENT SHALL
RETAIN ITS LIENS IN ANY AND ALL COLLATERAL.
THIS MASTER SECURITY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE
6
OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
ALL OF THE RIGHTS, REMEDIES,
OPTIONS, PRIVILEGES AND ELECTIONS GIVEN TO THE AGENT HEREUNDER SHALL INURE TO
THE BENEFIT OF THE AGENT'S SUCCESSORS AND ASSIGNS.
THE TERM "AGENT" AS HEREIN
USED SHALL INCLUDE THE AGENT, ANY PARENT OF THE AGENT'S, ANY OF THE AGENT'S
SUBSIDIARIES AND ANY CO-SUBSIDIARIES OF THE AGENT'S PARENT, WHETHER NOW EXISTING
OR HEREAFTER CREATED OR ACQUIRED, AND ALL OF THE TERMS, CONDITIONS, PROMISES,
COVENANTS, PROVISIONS AND WARRANTIES OF THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF EACH OF THE FOREGOING, AND SHALL BIND THE REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF EACH ASSIGNOR.
EACH ASSIGNOR HEREBY CONSENTS AND AGREES THAT THE STATE AND FEDERAL COURTS
LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ASSIGNOR, ON
THE ONE HAND, AND THE AGENT AND/OR ANY OTHER CREDITOR PARTY, ON THE OTHER HAND,
PERTAINING TO THIS MASTER SECURITY AGREEMENT OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS MASTER SECURITY AGREEMENT, PROVIDED, THAT THE AGENT, EACH OTHER
CREDITOR PARTY AND EACH ASSIGNOR ACKNOWLEDGES 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 MASTER SECURITY
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE AGENT FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION