TO ALL MEDIA IN WHICH ANY
OF THE LICENSED ITEMS MAY BE RECORDED OR STORED AND TO ALL COMPUTER SOFTWARE AND
PROGRAMS USED FOR THE COMPILATION OR PRINTOUT THEREOF.
9.
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 DUTY AS TO 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.
10.
REINSTATEMENT. THIS SECURITY AGREEMENT SHALL REMAIN IN FULL FORCE
AND EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION BE FILED, SUBSEQUENT
TO THE DATE HEREOF,
BY OR AGAINST ANY GRANTOR FOR LIQUIDATION OR
REORGANIZATION, SHOULD ANY GRANTOR 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THE OBLIGATIONS, OR ANY PART THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED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THE EVENT THAT ANY PAYMENT, OR ANY PART THEREOF, IS RESCINDED, REDUCED, RESTORED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AMOUNT PAID AND NOT SO RESCINDED, REDUCED, RESTORED OR RETURNED.
11.
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.
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12.
SEVERABILITY. WHENEVER POSSIBLE, EACH PROVISION OF THIS SECURITY
AGREEMENT SHALL BE INTERPRETED IN A MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SECURITY AGREEMENT SHALL BE
PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY WITHOUT INVALIDATING
THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS SECURITY
AGREEMENT. THIS SECURITY AGREEMENT IS TO BE READ, CONSTRUED AND APPLIED TOGETHER
WITH THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS WHICH, TAKEN TOGETHER,
SET FORTH THE COMPLETE UNDERSTANDING AND AGREEMENT OF AGENT, LENDERS AND
GRANTORS WITH RESPECT TO THE MATTERS REFERRED TO