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 COLLATERAL AGENT AND THE
BUYERS HEREUNDER, TO THE BENEFIT OF THE COLLATERAL AGENT AND THE BUYERS AND
THEIR RESPECTIVE PERMITTED SUCCESSORS, TRANSFEREES AND ASSIGNS.
WITHOUT
LIMITING THE GENERALITY OF CLAUSE (II) OF THE IMMEDIATELY PRECEDING SENTENCE,
WITHOUT NOTICE TO ANY GRANTOR, THE COLLATERAL AGENT AND THE BUYERS
21
HEREIN OR OTHERWISE.
UPON ANY SUCH ASSIGNMENT OR TRANSFER, ALL REFERENCES IN
THIS AGREEMENT TO THE COLLATERAL AGENT OR ANY SUCH BUYER SHALL MEAN THE ASSIGNEE
OF THE COLLATERAL AGENT OR SUCH BUYER.
NONE OF THE RIGHTS OR OBLIGATIONS OF ANY
GRANTOR HEREUNDER MAY BE ASSIGNED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COLLATERAL AGENT, AND ANY SUCH ASSIGNMENT OR TRANSFER
WITHOUT THE CONSENT OF THE COLLATERAL AGENT SHALL BE NULL AND VOID.
(E)
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
COLLATERAL AGENT 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.
(F)
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.
(G)
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 NEW YORK OR THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS THEREOF,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR HEREBY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS.
EACH GRANTOR HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION, SUIT OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS
AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE