TERMS HEREOF,
OR TO BE HELD AS COLLATERAL FOR ANY OBLIGATIONS THEREAFTER ARISING.
(E)
ANY PROVISION OF THIS AGREEMENT THAT 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.
(F)
THIS AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST IN THE
COLLATERAL AND SHALL (I) REMAIN IN FULL FORCE AND EFFECT UNTIL THE INDEFEASIBLE
PAYMENT IN FULL IN CASH OF THE OBLIGATIONS, AND (II) BE BINDING ON EACH GRANTOR
AND ALL OTHER PERSONS WHO BECOME BOUND AS DEBTOR TO THIS AGREEMENT IN ACCORDANCE
WITH SECTION 9-203(D) OF THE CODE AND SHALL INURE, TOGETHER WITH ALL RIGHTS AND
REMEDIES OF THE SECURED PARTY HEREUNDER, TO THE BENEFIT OF THE SECURED PARTY AND
ITS RESPECTIVE PERMITTED SUCCESSORS, TRANSFEREES AND ASSIGNS.
WITHOUT LIMITING
THE GENERALITY OF CLAUSE (II) OF THE IMMEDIATELY PRECEDING SENTENCE, WITHOUT
NOTICE TO ANY GRANTOR, THE SECURED PARTY MAY ASSIGN OR OTHERWISE TRANSFER ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, TO ANY OTHER PERSON AND SUCH OTHER
PERSON SHALL THEREUPON BECOME VESTED WITH ALL OF THE BENEFITS IN RESPECT THEREOF
GRANTED TO THE SECURED PARTY HEREIN OR OTHERWISE.
UPON ANY SUCH ASSIGNMENT OR
TRANSFER, ALL REFERENCES IN THIS AGREEMENT TO THE SECURED PARTY SHALL MEAN THE
ASSIGNEE OF THE SECURED PARTY.
NONE OF THE RIGHTS OR OBLIGATIONS OF ANY GRANTOR
HEREUNDER MAY BE ASSIGNED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN
CONSENT OF THE SECURED PARTY, AND ANY SUCH ASSIGNMENT OR TRANSFER WITHOUT THE
CONSENT OF THE SECURED PARTY SHALL BE NULL AND VOID.
(G)
UPON THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF THE OBLIGATIONS,
(I) THIS AGREEMENT AND THE SECURITY INTERESTS CREATED HEREBY SHALL TERMINATE AND
ALL RIGHTS TO THE COLLATERAL SHALL REVERT TO THE RESPECTIVE GRANTOR THAT GRANTED
SUCH SECURITY INTERESTS HEREUNDER, AND (II) THE SECURED PARTY WILL, UPON SUCH
GRANTOR'S REQUEST AND AT SUCH GRANTOR'S EXPENSE, (A) RETURN TO SUCH GRANTOR 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 SUCH
GRANTOR SUCH DOCUMENTS AS SUCH GRANTOR SHALL REASONABLY REQUEST TO EVIDENCE SUCH
TERMINATION, ALL WITHOUT ANY REPRESENTATION, WARRANTY OR RECOURSE WHATSOEVER.
(H)
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED BY
MANDATORY PROVISIONS OF LAW AND 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 ANY PARTICULAR COLLATERAL
ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
(I)
ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY DOCUMENT RELATED THERETO MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK IN THE COUNTY OF