RETURNED, THE SECURED OBLIGATIONS SHALL BE REINSTATED AND DEEMED REDUCED ONLY BY
SUCH AMOUNT PAID AND NOT SO RESCINDED, REDUCED, RESTORED OR RETURNED.
8.10.
BENEFIT OF AGREEMENT.
THE TERMS AND PROVISIONS OF
THIS SECURITY AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
GRANTOR, THE LENDER 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 LENDER.
NO SALES OF PARTICIPATIONS, ASSIGNMENTS,
TRANSFERS, OR OTHER DISPOSITIONS OF ANY AGREEMENT GOVERNING THE SECURED
OBLIGATIONS OR ANY PORTION THEREOF OR INTEREST THEREIN SHALL IN ANY MANNER
IMPAIR THE LIEN GRANTED TO THE LENDER HEREUNDER.
8.11.
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.
8.12.
TAXES AND EXPENSES.
ANY TAXES (INCLUDING INCOME
TAXES) PAYABLE OR RULED PAYABLE BY 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 LENDER FOR ANY AND ALL
OUT-OF-POCKET EXPENSES AND INTERNAL CHARGES (INCLUDING REASONABLE ATTORNEYS',
AUDITORS' AND ACCOUNTANTS' FEES AND REASONABLE TIME CHARGES OF ATTORNEYS,
PARALEGALS, AUDITORS AND ACCOUNTANTS WHO MAY BE EMPLOYEES OF THE LENDER) PAID OR
INCURRED BY THE LENDER IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY,
ADMINISTRATION, COLLECTION AND ENFORCEMENT OF THIS SECURITY AGREEMENT AND,
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE CREDIT AGREEMENT, 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.
8.13.
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.
8.14.
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
HAVE BEEN INDEFEASIBLY PAID AND PERFORMED IN FULL (EXCEPT WITH RESPECT TO ANY
OUTSTANDING LETTERS OF CREDIT FOR WHICH A CASH DEPOSIT OR SUPPORTING LETTER OF
CREDIT HAS BEEN DELIVERED TO THE LENDER AS REQUIRED BY THE CREDIT AGREEMENT OR
WITH RESPECT TO ANY OTHER CONTINGENT OBLIGATIONS THAT SURVIVE TERMINATION OF THE
CREDIT AGREEMENT) AND NO COMMITMENTS OF THE LENDER WHICH WOULD GIVE RISE TO ANY
SECURED OBLIGATIONS ARE OUTSTANDING.
8.15.
ENTIRE AGREEMENT.
THIS SECURITY AGREEMENT EMBODIES
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE GRANTOR AND THE LENDER
RELATING TO THE COLLATERAL AND SUPERSEDES ALL