Agreement shall terminate upon the Termination Date.
16.
SUCCESSORS AND ASSIGNS.
This Security Agreement and all obligations of Grantor
hereunder shall be binding upon the successors and assigns of Grantor (including
any debtor-in-possession on behalf of Grantor) and shall, together with the
rights and remedies of Purchaser, hereunder, inure to the benefit of Purchaser,
all future holders of any instrument evidencing any of the Obligations and their
respective successors and assigns.
No sales of participations, other sales,
assignments, transfers or other dispositions of any agreement governing or
instrument evidencing the Obligations or any portion thereof or interest therein
shall in any manner impair the Lien granted to Purchaser hereunder.
Grantor may
not assign, sell, hypothecate or otherwise transfer any interest in or
obligation under this Security Agreement.
17.
COUNTERPARTS.
This Security Agreement may be authenticated in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement.
This Security Agreement may be authenticated by
manual signature, facsimile or, if approved in writing by Purchaser, electronic
means, all of which shall be equally valid.
18.
GOVERNING LAW.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE SENIOR NOTE
DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND
ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
GRANTOR HEREBY CONSENTS
AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED NEW YORK COUNTY, CITY OF NEW
YORK, STATE OF NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE
ANY CLAIMS OR DISPUTES BETWEEN GRANTOR AND PURCHASER PERTAINING TO THIS SECURITY
AGREEMENT OR ANY OF THE OTHER SENIOR NOTE DOCUMENTS OR TO ANY MATTER ARISING OUT
OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OF THE OTHER SENIOR NOTE
DOCUMENTS, PROVIDED, THAT PURCHASER AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK
COUNTY, AND, PROVIDED, FURTHER, NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR
OPERATE TO PRECLUDE PURCHASER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN
ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR
THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
PURCHASER.
GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND GRANTOR
HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT.
GRANTOR 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, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED