AUTHORIZATION TO SELL OR OTHERWISE DISPOSE OF THE COLLATERAL (EXCEPT AS SET
FORTH IN SECTION 4.1.5 HEREOF) SHALL BE BINDING UPON THE SECURED PARTY UNLESS
SUCH AUTHORIZATION IS IN WRITING SIGNED BY THE SECURED PARTY.
8.8.
BENEFIT OF AGREEMENT.
THE TERMS AND
PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE GRANTOR AND THE SECURED PARTY AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS (INCLUDING ALL PERSONS WHO BECOME BOUND AS A DEBTOR TO THIS SECURITY
AGREEMENT), EXCEPT THAT THE GRANTOR SHALL NOT HAVE THE RIGHT TO ASSIGN ITS
RIGHTS OR DELEGATE ITS OBLIGATIONS UNDER THIS SECURITY AGREEMENT OR ANY INTEREST
HEREIN, WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTY.
8.9.
SURVIVAL OF REPRESENTATIONS.
ALL
REPRESENTATIONS AND WARRANTIES OF THE GRANTOR CONTAINED IN THIS SECURITY
AGREEMENT SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT.
8.10.
TAXES AND EXPENSES.
ANY TAXES (INCLUDING INCOME
TAXES) PAYABLE OR RULED PAYABLE BY A FEDERAL OR STATE AUTHORITY IN RESPECT OF
THIS SECURITY AGREEMENT SHALL BE PAID BY THE GRANTOR, TOGETHER WITH INTEREST AND
PENALTIES, IF ANY.
THE GRANTOR SHALL REIMBURSE THE SECURED PARTY FOR ANY AND
ALL REASONABLE DOCUMENTED OUT-OF-POCKET EXPENSES AND INTERNAL CHARGES (INCLUDING
REASONABLE DOCUMENTED ATTORNEYS', AUDITORS' AND ACCOUNTANTS' FEES AND REASONABLE
TIME CHARGES OF ATTORNEYS, PARALEGALS, AUDITORS AND ACCOUNTANTS WHO MAY BE
EMPLOYEES OF THE
20
SECURED PARTY) PAID OR INCURRED BY THE SECURED PARTY IN CONNECTION WITH THE
PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, COLLECTION AND ENFORCEMENT OF
THIS SECURITY AGREEMENT AND IN THE AUDIT, ANALYSIS, ADMINISTRATION, COLLECTION,
PRESERVATION OR SALE OF THE COLLATERAL (INCLUDING THE EXPENSES AND CHARGES
ASSOCIATED WITH ANY PERIODIC OR SPECIAL AUDIT OF THE COLLATERAL).
ANY AND ALL
COSTS AND EXPENSES INCURRED BY THE GRANTOR IN THE PERFORMANCE OF ACTIONS
REQUIRED PURSUANT TO THE TERMS HEREOF SHALL BE BORNE SOLELY BY THE GRANTOR.
8.11.
HEADINGS.
THE TITLE OF AND SECTION HEADINGS IN
THIS SECURITY AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY, AND SHALL NOT
GOVERN THE INTERPRETATION OF ANY OF THE TERMS AND PROVISIONS OF THIS SECURITY
AGREEMENT.
8.12.
TERMINATION.
THIS SECURITY AGREEMENT SHALL
CONTINUE IN EFFECT UNTIL ALL OF THE SECURED OBLIGATIONS (OTHER THAN INCHOATE
INDEMNITY OBLIGATIONS) HAVE BEEN INDEFEASIBLY PAID IN CASH AND PERFORMED IN FULL
OR THE NOTE HAS BEEN CONVERTED INTO SHARES OF COMMON STOCK OF THE GRANTOR OR THE
IMAGIFY LICENSE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3 OF THE NOTE, AND
SHALL THEREUPON TERMINATE.
8.13.
ENTIRE AGREEMENT.
THIS SECURITY AGREEMENT EMBODIES
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE GRANTOR AND THE SECURED PARTY
RELATING TO THE COLLATERAL AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS BETWEEN THE GRANTOR AND THE SECURED PARTY RELATING TO THE
COLLATERAL.
8.14.
GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.
8.14.1
THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS AND DECISIONS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF DELAWARE.
8.14.2
THE GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY