OR PRINTOUT THEREOF AND AN IRREVOCABLE LICENSE
(EXERCISABLE WITHOUT PAYMENT OF RENT OR OTHER COMPENSATION TO GRANTOR) TO USE
AND OCCUPY ALL REAL ESTATE OWNED OR LEASED BY GRANTOR.
10.
LIMITATION ON AGENT'S AND LENDERS' DUTY IN
RESPECT OF COLLATERAL.
AGENT AND EACH LENDER SHALL USE REASONABLE CARE WITH
RESPECT TO THE COLLATERAL IN ITS POSSESSION OR UNDER ITS CONTROL.
NEITHER AGENT
NOR ANY LENDER SHALL HAVE ANY OTHER DUTIES CONCERNING THE CUSTODY AND
PRESERVATION OF ANY COLLATERAL IN ITS POSSESSION OR CONTROL OR IN THE POSSESSION
OR CONTROL OF ANY AGENT OR NOMINEE OF AGENT OR SUCH LENDER, OR ANY INCOME
THEREON OR AS TO THE PRESERVATION OF RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER
RIGHTS PERTAINING THERETO.
AGENT SHALL BE DEEMED TO HAVE EXERCISED REASONABLE
CARE IN THE CUSTODY AND PRESERVATION THE COLLATERAL IN ITS POSSESSION IF THE
COLLATERAL IS ACCORDED TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH IT ACCORDS
ITS OWN PROPERTY.
16
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 GRANTOR FOR LIQUIDATION OR REORGANIZATION,
SHOULD 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 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OBLIGATIONS, OR ANY PART THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED OR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EVENT THAT ANY PAYMENT, OR ANY PART THEREOF, IS RESCINDED, REDUCED, RESTORED OR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AMOUNT PAID AND NOT SO RESCINDED, REDUCED, RESTORED OR RETURNED.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 GRANTOR'S OBLIGATIONS UNDER THE CREDIT AGREEMENT OR THE OTHER LOAN
DOCUMENTS, GRANTOR AGREES TO PROMPTLY PAY ALL FEES, COSTS, CHARGES AND EXPENSES
OF AGENT (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) 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.
GRANTOR SHALL ALSO PAY ANY AND ALL EXCISE, PROPERTY, SALES AND USE TAXES IMPOSED
BY ANY FEDERAL, STATE, LOCAL OR FOREIGN AUTHORITY ON ANY OF THE COLLATERAL, OR
WITH RESPECT TO PERIODIC APPRAISALS AND INSPECTIONS OF THE COLLATERAL, OR WITH
RESPECT TO THE SALE OR OTHER DISPOSITION THEREOF.