AS SET FORTH IN SECTION 4.1.2 HEREOF) SHALL BE BINDING UPON THE ADMINISTRATIVE
AGENT OR THE HOLDERS OF SECURED OBLIGATIONS UNLESS SUCH AUTHORIZATION IS IN
WRITING SIGNED BY THE ADMINISTRATIVE AGENT WITH THE CONSENT OR AT THE DIRECTION
OF THE REQUIRED LENDERS.
8.8.
BENEFIT OF AGREEMENT.
THE TERMS AND PROVISIONS OF THIS SECURITY
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE GRANTORS, THE
ADMINISTRATIVE AGENT AND THE HOLDERS OF SECURED OBLIGATIONS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS (INCLUDING ALL PERSONS WHO BECOME BOUND AS A DEBTOR TO
THIS SECURITY AGREEMENT), EXCEPT THAT THE GRANTORS SHALL NOT HAVE THE RIGHT TO
ASSIGN THEIR RIGHTS OR DELEGATE THEIR OBLIGATIONS UNDER THIS SECURITY AGREEMENT
OR ANY INTEREST HEREIN, WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT.
8.9.
SURVIVAL OF REPRESENTATIONS.
ALL REPRESENTATIONS AND WARRANTIES
OF THE GRANTORS 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 GRANTORS, TOGETHER WITH INTEREST AND PENALTIES,
IF ANY.
THE GRANTORS SHALL REIMBURSE THE ADMINISTRATIVE AGENT FOR ANY AND ALL
REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF COUNSEL) PAID OR INCURRED BY THE ADMINISTRATIVE AGENT 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 GRANTORS IN THE
PERFORMANCE OF ACTIONS REQUIRED PURSUANT TO THE TERMS HEREOF SHALL BE BORNE
SOLELY BY THE GRANTORS.
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
(NOTWITHSTANDING THE FACT THAT FROM TIME TO TIME THERE MAY BE NO SECURED
OBLIGATIONS OUTSTANDING) UNTIL (I) THE CREDIT AGREEMENT HAS TERMINATED PURSUANT
TO ITS EXPRESS TERMS AND (II) ALL OF THE SECURED OBLIGATIONS (OTHER THAN SWAP
OBLIGATIONS AND CASH MANAGEMENT OBLIGATIONS NOT YET THEN DUE AND PAYABLE) HAVE
BEEN INDEFEASIBLY PAID IN CASH AND PERFORMED IN FULL AND NO COMMITMENTS OF THE
ADMINISTRATIVE AGENT OR THE HOLDERS OF SECURED OBLIGATIONS WHICH WOULD GIVE RISE
TO ANY OBLIGATIONS ARE OUTSTANDING.
8.13.
ENTIRE AGREEMENT.
THIS SECURITY AGREEMENT EMBODIES THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE GRANTORS AND THE ADMINISTRATIVE AGENT
RELATING TO THE COLLATERAL AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS AMONG THE GRANTORS AND THE ADMINISTRATIVE AGENT 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 LAW OF THE STATE OF NEW YORK.
8.14.2
EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
AND ITS PROPERTY, TO