THE EVENT PAYMENT OF ALL OR ANY PART OF THE OBLIGATIONS IS RESCINDED OR MUST BE
RESTORED OR RETURNED, ALL REASONABLE COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND
16
DISBURSEMENTS) INCURRED BY THE COLLATERAL AGENT OR ANY HOLDER OF THE OBLIGATIONS
IN DEFENDING AND ENFORCING SUCH REINSTATEMENT SHALL BE DEEMED TO BE INCLUDED AS
A PART OF THE OBLIGATIONS.
14.
AMENDMENTS AND WAIVERS.
THIS SECURITY AGREEMENT AND THE
PROVISIONS HEREOF MAY NOT BE AMENDED, WAIVED, MODIFIED, CHANGED, DISCHARGED OR
TERMINATED EXCEPT BY WRITTEN AGREEMENT OF (A) THE GRANTORS AND (B) THE
COLLATERAL AGENT (WITH THE CONSENT OR AT THE DIRECTION OF THE REQUIRED LENDERS
UNDER THE CREDIT AGREEMENT, TO THE EXTENT REQUIRED THEREUNDER).
15.
SUCCESSORS IN INTEREST.
THIS SECURITY AGREEMENT SHALL CREATE A
CONTINUING SECURITY INTEREST IN THE COLLATERAL AND SHALL BE BINDING UPON EACH
GRANTOR, ITS SUCCESSORS AND ASSIGNS, AND SHALL INURE, TOGETHER WITH THE RIGHTS
AND REMEDIES OF THE COLLATERAL AGENT AND THE HOLDERS OF THE OBLIGATIONS
HEREUNDER, TO THE BENEFIT OF THE COLLATERAL AGENT AND THE HOLDERS OF THE
OBLIGATIONS AND THEIR SUCCESSORS AND PERMITTED ASSIGNS; PROVIDED, HOWEVER, THAT
NONE OF THE GRANTORS MAY ASSIGN ITS RIGHTS OR DELEGATE ITS DUTIES HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS UNDER THE CREDIT
AGREEMENT (OTHER THAN IN CONNECTION WITH A TRANSACTION PERMITTED BY SECTION 8.04
OF THE CREDIT AGREEMENT).
16.
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS
SECURITY AGREEMENT SHALL BE GIVEN AS PROVIDED IN SECTION 11.02 OF THE CREDIT
AGREEMENT.
17.
COUNTERPARTS.
THIS SECURITY AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH WHERE SO EXECUTED AND DELIVERED SHALL BE
AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IT
SHALL NOT BE NECESSARY IN MAKING PROOF OF THIS SECURITY AGREEMENT TO PRODUCE OR
ACCOUNT FOR MORE THAN ONE SUCH COUNTERPART.
18.
HEADINGS.
THE HEADINGS OF THE SECTIONS AND SUBSECTIONS HEREOF ARE
PROVIDED FOR CONVENIENCE ONLY AND SHALL NOT IN ANY WAY AFFECT THE MEANING OR
CONSTRUCTION OF ANY PROVISION OF THIS SECURITY AGREEMENT.
19.
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.
(A)
THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(B)
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECURITY
AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF SUCH
17
STATE, AND BY EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT, EACH GRANTOR
AND THE COLLATERAL AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH GRANTOR AND THE COLLATERAL
AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF THIS SECURITY