OTHER LIABLE PARTY.
17
SECTION 5.7.
BINDING EFFECT AND ASSIGNMENT.
THIS AGREEMENT CREATES A CONTINUING SECURITY INTEREST IN THE COLLATERAL AND
(A) SHALL BE BINDING ON DEBTOR AND ITS SUCCESSORS AND PERMITTED ASSIGNS AND
(B) SHALL INURE, TOGETHER WITH ALL RIGHTS AND REMEDIES OF SECURED PARTY
HEREUNDER, TO THE BENEFIT OF SECURED PARTY THAT INURE TO THE BENEFIT OF SUCH
LENDER, AND THEIR RESPECTIVE SUCCESSORS, TRANSFEREES AND ASSIGNS.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, EACH LENDER MAY (EXCEPT AS OTHERWISE
PROVIDED IN AND SUBJECT TO THE CREDIT AGREEMENT AND THE INTERCREDITOR AGREEMENT)
PLEDGE, ASSIGN OR OTHERWISE TRANSFER ANY OR ALL OF ITS RIGHTS UNDER ANY OR ALL
OF THE OBLIGATION DOCUMENTS TO ANY OTHER PERSON, AND SUCH OTHER PERSON SHALL
THEREUPON BECOME VESTED WITH ALL OF THE BENEFITS IN RESPECT THEREOF, HEREIN OR
OTHERWISE IN ACCORDANCE WITH THE CREDIT AGREEMENT.
NONE OF THE RIGHTS OR DUTIES
OF DEBTOR HEREUNDER MAY BE ASSIGNED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR
WRITTEN CONSENT OF SECURED PARTY.
SECTION 5.8.
TERMINATION.
IT IS CONTEMPLATED
BY THE PARTIES HERETO THAT THERE MAY BE TIMES WHEN NO SECURED OBLIGATIONS ARE
OUTSTANDING, BUT NOTWITHSTANDING SUCH OCCURRENCES, THIS AGREEMENT SHALL REMAIN
VALID AND SHALL BE IN FULL FORCE AND EFFECT AS TO SUBSEQUENT OUTSTANDING SECURED
OBLIGATIONS.
UPON THE SATISFACTION IN FULL OF THE SECURED OBLIGATIONS, UPON THE
TERMINATION OR EXPIRATION OF THE CREDIT AGREEMENT AND THE COMMITMENT, AND UPON
WRITTEN REQUEST FOR THE TERMINATION HEREOF DELIVERED BY DEBTOR TO SECURED PARTY,
THIS AGREEMENT AND THE SECURITY INTEREST CREATED HEREBY SHALL TERMINATE AND ALL
RIGHTS TO THE COLLATERAL SHALL REVERT TO DEBTOR.
SECURED PARTY WILL, UPON
DEBTOR'S REQUEST AND AT DEBTOR'S REASONABLE EXPENSE, (A) RETURN TO DEBTOR SUCH
OF THE COLLATERAL AS SHALL NOT HAVE BEEN SOLD OR OTHERWISE DISPOSED OF OR
APPLIED PURSUANT TO THE TERMS HEREOF; AND (B) EXECUTE AND DELIVER TO DEBTOR SUCH
DOCUMENTS AS DEBTOR SHALL REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION.
SECTION 5.9.
FINAL AGREEMENT.
THIS WRITTEN
AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.
THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.
SECTION 5.10.
LOAN DOCUMENT.
THIS AGREEMENT IS A
"LOAN DOCUMENT", AS DEFINED IN THE CREDIT AGREEMENT, AND, EXCEPT AS EXPRESSLY
PROVIDED HEREIN TO THE CONTRARY, THIS AGREEMENT IS SUBJECT TO ALL PROVISIONS OF
THE CREDIT AGREEMENT GOVERNING SUCH LOAN DOCUMENTS.
SECTION 5.11.
GOVERNING LAW.
THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE,
EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT
THE PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY
INTEREST CREATED HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL, ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
18
SECTION 5.12.
COUNTERPARTS.
THIS AGREEMENT MAY BE
SEPARATELY EXECUTED IN ANY