THE EXTENT PROVIDED THEREIN.
ALL STATEMENTS AS TO FACTUAL MATTERS
CONTAINED IN ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY OR ON BEHALF OF
THE COMPANY PURSUANT HERETO IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE DEEMED TO BE REPRESENTATIONS AND WARRANTIES BY THE COMPANY
HEREUNDER SOLELY AS OF THE DATE OF SUCH CERTIFICATE OR INSTRUMENT.
ALL
INDEMNITIES SET FORTH HEREIN SHALL SURVIVE THE EXECUTION, DELIVERY AND
TERMINATION OF THIS AGREEMENT AND THE NOTES AND THE MAKING AND REPAYMENT OF THE
OBLIGATIONS ARISING HEREUNDER, UNDER THE NOTES AND UNDER THE OTHER RELATED
AGREEMENTS.
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
ANY PURCHASER PURSUANT TO RULE 144 OR AN EFFECTIVE REGISTRATION STATEMENT.
EACH
PURCHASER MAY ASSIGN ANY OR ALL OF THE OBLIGATIONS TO ANY PERSON AND, SUBJECT TO
ACCEPTANCE AND RECORDATION THEREOF BY THE AGENT PURSUANT TO SECTION 11.4(B) AND
RECEIPT BY THE AGENT OF A COPY OF THE AGREEMENT OR INSTRUMENT PURSUANT TO WHICH
SUCH ASSIGNMENT IS MADE (EACH SUCH AGREEMENT OR INSTRUMENT, AN "ASSIGNMENT
AGREEMENT"), ANY SUCH ASSIGNEE SHALL SUCCEED TO ALL OF SUCH PURCHASER'S RIGHTS
WITH RESPECT THERETO.
UPON SUCH ASSIGNMENT, SUCH PURCHASER SHALL BE RELEASED
FROM ALL RESPONSIBILITY FOR THE COLLATERAL (AS DEFINED IN THE MASTER SECURITY
AGREEMENT, THE 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 ANY CREDITOR
PARTY) TO THE EXTENT SAME IS ASSIGNED TO ANY TRANSFEREE.
EACH PURCHASER MAY
FROM TIME TO TIME SELL OR OTHERWISE GRANT PARTICIPATIONS IN ANY OF THE
OBLIGATIONS (AS DEFINED IN THE MASTER SECURITY AGREEMENT) AND THE HOLDER OF ANY
SUCH PARTICIPATION SHALL, SUBJECT TO THE TERMS OF ANY AGREEMENT BETWEEN SUCH
PURCHASER AND SUCH HOLDER, BE ENTITLED TO THE SAME BENEFITS AS SUCH PURCHASER
WITH RESPECT TO ANY SECURITY FOR THE OBLIGATIONS (AS DEFINED IN THE 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 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 AGENT.
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.
THE AGENT SHALL MAINTAIN, OR CAUSE TO BE MAINTAINED, FOR