BY ANY SECURED PARTY
IN ENFORCING, OR OBTAINING ADVICE OF COUNSEL IN RESPECT OF, ANY RIGHTS WITH
RESPECT TO, OR COLLECTING, ANY OR ALL OF THE OBLIGATIONS AND/OR ENFORCING ANY
RIGHTS WITH RESPECT TO, OR COLLECTING AGAINST, SUCH GRANTOR UNDER THIS SECURITY
AGREEMENT.
(B)
EACH GRANTOR AGREES TO PAY, AND TO SAVE THE
ADMINISTRATIVE AGENT AND THE SECURED PARTIES HARMLESS FROM, ANY AND ALL
LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, ANY AND ALL
STAMP, EXCISE, SALES OR OTHER TAXES WHICH MAY BE PAYABLE OR DETERMINED TO BE
PAYABLE WITH RESPECT TO ANY OF THE COLLATERAL OR IN CONNECTION WITH ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS SECURITY AGREEMENT.
(C)
EACH GRANTOR AGREES TO PAY, AND TO SAVE THE
ADMINISTRATIVE AGENT AND THE SECURED PARTIES HARMLESS FROM, ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT
TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS
SECURITY AGREEMENT TO THE EXTENT EITHER OF THE BORROWER WOULD BE REQUIRED TO DO
SO PURSUANT TO SUBSECTION 12.7 OF THE CREDIT AGREEMENT.
(D)
THE AGREEMENTS IN THIS SUBSECTION 8.4 SHALL
SURVIVE REPAYMENT OF THE OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE UNDER THE
CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS.
8.5.
SUCCESSORS AND ASSIGNS.
THE PROVISIONS OF
THIS SECURITY AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED HEREBY,
EXCEPT THAT NO GRANTOR MAY ASSIGN, TRANSFER OR DELEGATE ANY OF ITS RIGHTS OR
OBLIGATIONS UNDER THIS SECURITY AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
THE ADMINISTRATIVE AGENT EXCEPT PURSUANT TO A TRANSACTION PERMITTED BY THE
CREDIT AGREEMENT.
8.6.
COUNTERPARTS.
THIS SECURITY AGREEMENT MAY BE
EXECUTED BY ONE OR MORE OF THE PARTIES TO THIS SECURITY AGREEMENT ON ANY NUMBER
OF SEPARATE COUNTERPARTS (INCLUDING BY FACSIMILE OR OTHER ELECTRONIC
TRANSMISSION), AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO
CONSTITUTE ONE AND THE SAME INSTRUMENT.
A SET OF THE COPIES OF THIS SECURITY
AGREEMENT SIGNED BY ALL THE PARTIES SHALL BE LODGED WITH THE ADMINISTRATIVE
AGENT AND THE BORROWER.
8.7.
SEVERABILITY.
ANY PROVISION OF THIS SECURITY
AGREEMENT THAT IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY
SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
THE PARTIES
HERETO SHALL ENDEAVOR IN GOOD-FAITH NEGOTIATIONS TO REPLACE THE INVALID, ILLEGAL
OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE ECONOMIC EFFECT OF WHICH
COMES AS CLOSE AS POSSIBLE TO THAT OF THE INVALID, ILLEGAL OR UNENFORCEABLE
PROVISIONS.
8.8.
SECTION HEADINGS.
THE SECTION HEADINGS USED
IN THIS SECURITY AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO
AFFECT THE CONSTRUCTION HEREOF OR BE TAKEN INTO CONSIDERATION IN THE
INTERPRETATION HEREOF.
21
8.9.
INTEGRATION.
THIS SECURITY AGREEMENT
REPRESENTS THE AGREEMENT OF EACH OF THE