INCOME THEREON OR AS TO THE
PRESERVATION OF RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER RIGHTS PERTAINING
THERETO, EXCEPT AS PROVIDED UNDER THE UCC.
AGENT SHALL BE DEEMED TO HAVE
EXERCISED REASONABLE CARE IN THE CUSTODY AND PRESERVATION OF ANY COLLATERAL IN
ITS POSSESSION IF SUCH COLLATERAL IS ACCORDED TREATMENT SUBSTANTIALLY EQUAL TO
THAT WHICH IT ACCORDS ITS OWN PROPERTY.
AGENT SHALL NOT BE LIABLE OR
RESPONSIBLE FOR ANY LOSS OR DAMAGE TO ANY OF THE COLLATERAL, OR FOR ANY
DIMINUTION IN THE VALUE THEREOF, BY REASON OF THE ACT OR OMISSION OF ANY
WAREHOUSEMEN, CARRIER, FORWARDING AGENCY, CONSIGNEE OR OTHER AGENT OR BAILEE
SELECTED BY AGENT IN GOOD FAITH.
11.
REINSTATEMENT.
THIS SECURITY AGREEMENT SHALL REMAIN IN FULL FORCE
AND EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION BE FILED BY OR
AGAINST ANY GRANTOR FOR LIQUIDATION OR REORGANIZATION, SHOULD ANY GRANTOR BECOME
INSOLVENT OR MAKE AN ASSIGNMENT FOR THE BENEFIT OF ANY CREDITOR OR CREDITORS OR
SHOULD A RECEIVER OR TRUSTEE BE APPOINTED FOR ALL OR ANY SIGNIFICANT PART OF ANY
GRANTOR'S ASSETS, AND SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE
CASE MAY BE, IF AT ANY TIME PAYMENT AND PERFORMANCE OF THE OBLIGATIONS, OR ANY
PART THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED OR REDUCED IN AMOUNT, OR
MUST OTHERWISE BE RESTORED OR RETURNED BY ANY OBLIGEE OF THE OBLIGATIONS,
WHETHER AS A "VOIDABLE PREFERENCE," "FRAUDULENT CONVEYANCE," OR OTHERWISE, ALL
AS THOUGH SUCH PAYMENT OR PERFORMANCE HAD NOT BEEN MADE.
IN THE EVENT THAT ANY
PAYMENT, OR ANY PART THEREOF, IS RESCINDED, REDUCED, RESTORED OR RETURNED, THE
OBLIGATIONS SHALL BE REINSTATED AND DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND
NOT SO RESCINDED, REDUCED, RESTORED OR RETURNED.
12.
EXPENSES AND ATTORNEYS FEES.
WITHOUT LIMITING EACH GRANTOR'S
OBLIGATIONS UNDER THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS, EACH GRANTOR
JOINTLY AND SEVERALLY AGREES TO PROMPTLY PAY ALL (TO THE EXTENT REQUIRED BY THE
CREDIT AGREEMENT) FEES, REASONABLE COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES
AND EXPENSES AND ALLOCATED COSTS OF INTERNAL LEGAL STAFF) INCURRED IN CONNECTION
WITH (A) PROTECTING, STORING, WAREHOUSING, APPRAISING, INSURING, HANDLING,
MAINTAINING AND SHIPPING THE COLLATERAL, (B) CREATING, PERFECTING, MAINTAINING
AND ENFORCING AGENT'S LIENS AND (C) COLLECTING, ENFORCING, RETAKING, HOLDING,
PREPARING FOR DISPOSITION, PROCESSING AND DISPOSING OF COLLATERAL.
13.
NOTICES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, WHENEVER IT IS
PROVIDED HEREIN THAT ANY NOTICE, DEMAND, REQUEST, CONSENT, APPROVAL, DECLARATION
OR OTHER COMMUNICATION SHALL OR MAY BE GIVEN TO OR SERVED UPON ANY OF THE
PARTIES BY ANY OTHER PARTY, OR WHENEVER ANY OF THE PARTIES DESIRES TO GIVE AND
SERVE UPON ANY OTHER PARTY ANY COMMUNICATION WITH RESPECT TO THIS SECURITY
AGREEMENT, EACH SUCH NOTICE, DEMAND, REQUEST, CONSENT, APPROVAL, DECLARATION OR
OTHER COMMUNICATION SHALL BE IN WRITING AND SHALL BE GIVEN IN THE MANNER, AND
DEEMED RECEIVED, AS PROVIDED FOR IN THE CREDIT AGREEMENT.
14.
LIMITATION BY LAW.
ALL RIGHTS, REMEDIES AND POWERS PROVIDED IN
THIS SECURITY AGREEMENT MAY BE EXERCISED ONLY TO THE EXTENT THAT THE EXERCISE
THEREOF DOES NOT VIOLATE ANY