SET FORTH HEREIN SHALL SURVIVE
THE EXECUTION, DELIVERY AND TERMINATION OF THIS AGREEMENT AND THE NOTE AND THE
MAKING AND REPAYMENT OF THE OBLIGATIONS ARISING HEREUNDER, UNDER THE NOTE AND
UNDER THE OTHER RELATED AGREEMENTS.
12.4
SUCCESSORS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE
PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE
SUCCESSORS, HEIRS, EXECUTORS AND ADMINISTRATORS OF THE PARTIES HERETO AND SHALL
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EACH PERSON OR ENTITY WHICH SHALL
BE A HOLDER OF THE SECURITIES FROM TIME TO TIME, OTHER THAN THE HOLDERS OF
COMMON STOCK WHICH HAS BEEN SOLD BY THE PURCHASER PURSUANT TO RULE 144 OR AN
EFFECTIVE REGISTRATION STATEMENT.
THE PURCHASER SHALL NOT BE PERMITTED TO
ASSIGN ITS RIGHTS HEREUNDER OR UNDER ANY RELATED AGREEMENT TO A COMPETITOR OF
THE COMPANY UNLESS AN EVENT OF DEFAULT (AS DEFINED IN THE NOTE) HAS OCCURRED AND
IS CONTINUING.
UPON SUCH ASSIGNMENT, THE PURCHASER SHALL BE RELEASED FROM ALL
RESPONSIBILITY FOR THE COLLATERAL (AS DEFINED IN THE 2006 MASTER SECURITY
AGREEMENT, THE 2006 STOCK PLEDGE AGREEMENT AND EACH OTHER SECURITY AGREEMENT,
MORTGAGE, CASH COLLATERAL DEPOSIT LETTER, PLEDGE AND OTHER AGREEMENTS WHICH ARE
EXECUTED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES IN FAVOR OF THE PURCHASER) TO
THE EXTENT SAME IS ASSIGNED TO ANY TRANSFEREE.
THE PURCHASER MAY FROM TIME TO
TIME SELL OR OTHERWISE GRANT PARTICIPATIONS IN ANY OF THE OBLIGATIONS (AS
DEFINED IN THE 2006 MASTER SECURITY AGREEMENT) AND THE HOLDER OF ANY SUCH
PARTICIPATION SHALL, SUBJECT TO THE TERMS OF ANY AGREEMENT BETWEEN THE PURCHASER
AND SUCH HOLDER, BE ENTITLED TO THE SAME BENEFITS AS THE PURCHASER WITH RESPECT
TO ANY SECURITY FOR THE OBLIGATIONS (AS DEFINED IN THE 2006 MASTER SECURITY
AGREEMENT) IN WHICH SUCH HOLDER IS A PARTICIPANT.
THE COMPANY AGREES THAT EACH
SUCH HOLDER MAY EXERCISE ANY AND ALL RIGHTS OF BANKER'S LIEN, SET-OFF AND
COUNTERCLAIM WITH RESPECT TO ITS PARTICIPATION IN THE OBLIGATIONS (AS DEFINED IN
THE 2006 MASTER SECURITY AGREEMENT) AS FULLY AS THOUGH THE COMPANY WERE DIRECTLY
INDEBTED TO SUCH HOLDER IN THE AMOUNT OF SUCH PARTICIPATION.
THE COMPANY MAY
NOT ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF THE PURCHASER.
ALL OF THE TERMS, CONDITIONS, PROMISES, COVENANTS,
PROVISIONS AND WARRANTIES OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF EACH
OF THE UNDERSIGNED, AND SHALL BIND THE REPRESENTATIVES, SUCCESSORS AND PERMITTED
ASSIGNS OF THE COMPANY.
12.5
ENTIRE AGREEMENT; MAXIMUM INTEREST.
THIS AGREEMENT, THE RELATED
AGREEMENTS, THE EXHIBITS AND SCHEDULES HERETO AND THERETO AND THE OTHER
DOCUMENTS DELIVERED PURSUANT HERETO CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING
AND AGREEMENT BETWEEN THE PARTIES WITH REGARD TO THE SUBJECTS HEREOF AND NO
PARTY SHALL BE LIABLE OR BOUND TO ANY OTHER IN ANY MANNER BY ANY
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS EXCEPT AS SPECIFICALLY SET
FORTH HEREIN AND THEREIN.
NOTHING CONTAINED IN THIS AGREEMENT, ANY RELATED
AGREEMENT OR IN ANY DOCUMENT REFERRED TO HEREIN OR DELIVERED IN CONNECTION
HEREWITH SHALL BE DEEMED TO ESTABLISH