APPLICABLE PROVISION OF LAW, AND ALL THE PROVISIONS
OF THIS SECURITY AGREEMENT ARE INTENDED TO BE SUBJECT TO ALL APPLICABLE
MANDATORY PROVISIONS OF LAW THAT MAY BE CONTROLLING AND TO BE LIMITED TO THE
EXTENT NECESSARY SO THAT THEY SHALL NOT RENDER THIS SECURITY AGREEMENT INVALID,
UNENFORCEABLE,
16
IN WHOLE OR IN PART, OR NOT ENTITLED TO BE RECORDED, REGISTERED OR FILED UNDER
THE PROVISIONS OF ANY APPLICABLE LAW.
15.
TERMINATION OF THIS SECURITY AGREEMENT.
SUBJECT TO SECTION 11
HEREOF, THIS SECURITY AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL
PAYMENT IN FULL IN CASH AND PERFORMANCE OF ALL OF THE OBLIGATIONS, TERMINATION
OF THE COMMITMENTS AND A RELEASE OF ALL CLAIMS AGAINST AGENT AND THE OTHER
LENDER PARTIES, AND SO LONG AS NO SUITS, ACTIONS, PROCEEDINGS, OR CLAIMS
(PROVIDED, HOWEVER, THAT THE RELEASE MAY EXCLUDE CLAIMS FILED BY A GRANTOR
AGAINST AGENT OR A LENDER PRIOR TO THE PAYOFF CONTEMPLATED IN THIS SECTION 15,
ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FRAUD OF AGENT OR
SUCH LENDER) ARE PENDING OR THREATENED AGAINST ANY INDEMNITEE ASSERTING ANY
DAMAGES, LOSSES OR LIABILITIES ARE INDEMNIFIED LIABILITIES HEREUNDER OR UNDER
THE CREDIT AGREEMENT, WHEREUPON THIS SECURITY AGREEMENT SHALL TERMINATE WITHOUT
FURTHER ACTION ON THE PART OF ANY PERSON.
16.
SUCCESSORS AND ASSIGNS.
THIS SECURITY AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS EXCEPT THAT NO GRANTOR MAY ASSIGN ITS RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE WRITTEN CONSENT OF ALL LENDERS.
NO SALES OF
PARTICIPATIONS, OTHER SALES, ASSIGNMENTS, TRANSFERS OR OTHER DISPOSITIONS OF ANY
AGREEMENT GOVERNING OR INSTRUMENT EVIDENCING THE OBLIGATIONS OR ANY PORTION
THEREOF OR INTEREST THEREIN SHALL IN ANY MANNER IMPAIR THE LIEN GRANTED TO
AGENT, FOR THE BENEFIT OF THE LENDER PARTIES, HEREUNDER.
17.
COUNTERPARTS.
THIS SECURITY AGREEMENT AND ANY AMENDMENTS,
WAIVERS, CONSENTS OR SUPPLEMENTS MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
COUNTERPARTS TAKEN TOGETHER SHALL CONSTITUTE BUT ONE IN THE SAME INSTRUMENT.
THIS SECURITY AGREEMENT SHALL BECOME EFFECTIVE UPON THE EXECUTION OF A
COUNTERPART HEREOF BY EACH OF THE PARTIES HERETO.
THIS SECURITY AGREEMENT MAY
BE AUTHENTICATED BY MANUAL SIGNATURE, FACSIMILE OR, IF APPROVED IN WRITING BY
AGENT, ELECTRONIC MEANS, ALL OF WHICH SHALL BE EQUALLY VALID.
18.
APPLICABLE LAW.
THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPALS THAT RESULT IN
THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION.
19.
HEADINGS.
SECTION HEADINGS ARE INCLUDED HEREIN FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS SECURITY AGREEMENT FOR
ANY OTHER PURPOSES OR BE GIVEN SUBSTANTIVE EFFECT.
20.
BENEFIT OF LENDER PARTIES.
ALL LIENS GRANTED OR CONTEMPLATED
HEREBY SHALL BE FOR THE BENEFIT OF AGENT, INDIVIDUALLY, AND THE OTHER