obligation of such Party enforceable against it by the other Party.
(i)
In this Security Agreement, unless specifically otherwise provided or the
context otherwise requires, the singular includes the plural and the plural the
singular; the word "or" shall be deemed to include "and/or", the words
"including", "includes" and "include" shall be deemed to be followed by the
words "without limitation"; and references to sections or schedules are to those
of this Security Agreement.
Headings in this Security Agreement are included
for convenience of reference only and shall not constitute a part of this
Security Agreement for any other purpose. A reference to any statute will be
deemed also to refer to all rules and regulations promulgated under the statute,
unless the context requires otherwise.
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(j)
Savings Clause. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY
AND PROVIDED HEREIN AND ANY SECURITY INTERESTS OR OTHER LIENS SECURING SUCH
OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH THE
SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER XX, 2012 (THE "SUBORDINATION
AGREEMENT') BY AND BETWEEN ASSOCIATED BANK, NATIONAL ASSOCIATION (THE "SENIOR
LENDER") AND PGBC. TO THE EXTENT THAT MAGNETEK IS SUBJECT TO REQUIREMENTS
HEREUNDER THAT ARE INCONSISTENT WITH THE SUBORDINATION AGREEMENT (AN
"INCONSISTENCY"), THE PROVISIONS OF THE SUBORDINATION AGREEMENT WILL CONTROL.
BUT MAGNETEK ACKNOWLEDGES AND AGREES THAT IT HAS NO RIGHTS WHATESOEVER UNDER THE
SUBORDINATION AGREEMENT AND THAT CONSEQUENTLY ONLY SENIOR LENDER MAY ASSERT ANY
INCONSISTENCY.
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IN WITNESS WHEREOF, the Parties have executed this Security Agreement as of the
Effective Date.
MAGNETEK, INC.
PENSION BENEFIT GUARANTY CORPORATION
By:
/s/ Marty Schwenner
By:
/s/ Robert Bacon
Name:
Marty Schwenner
Name:
Robert Bacon
Title:
Vice President and Chief Financial Officer
Title:
Deputy Director, Corporate Finance and Restructuring Department
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