ITS RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS SHALL BE LIABLE FOR FAILURE TO DEMAND, COLLECT OR REALIZE
UPON ALL OR ANY PART OF THE COLLATERAL OR FOR ANY DELAY IN DOING SO OR SHALL BE
UNDER ANY OBLIGATION TO SELL OR OTHERWISE DISPOSE OF ANY COLLATERAL UPON THE
REQUEST OF THE DEBTOR OR OTHERWISE.
11.
POWERS COUPLED WITH AN INTEREST.
ALL
AUTHORIZATIONS AND AGENCIES HEREIN CONTAINED WITH RESPECT TO THE COLLATERAL ARE
IRREVOCABLE AND POWERS COUPLED WITH AN INTEREST.
12.
SEVERABILITY.
ANY PROVISION OF THIS
SECURITY AGREEMENT, THAT IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION,
SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION
OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND
ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT
INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
13.
PARAGRAPH HEADINGS.
THE PARAGRAPH HEADINGS
USED IN THIS SECURITY AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE
NOT TO AFFECT THE CONSTRUCTION HEREOF OR BE TAKEN INTO CONSIDERATION IN THE
INTERPRETATION HEREOF.
14.
NO WAIVER; CUMULATIVE REMEDIES.
THE SECURED
PARTY SHALL NOT BY ANY ACT (EXCEPT BY A WRITTEN INSTRUMENT PURSUANT TO
SECTION 15 HEREOF), DELAY, INDULGENCE, OMISSION OR
14
OTHERWISE BE DEEMED TO HAVE WAIVED ANY RIGHT OR REMEDY HEREUNDER OR TO HAVE
ACQUIESCED IN ANY DEFAULT OR EVENT OF DEFAULT OR IN ANY BREACH OF ANY OF THE
TERMS AND CONDITIONS HEREOF.
NO FAILURE TO EXERCISE, NOR ANY DELAY IN
EXERCISING, ON THE PART OF THE SECURED PARTY, ANY RIGHT, POWER OR PRIVILEGE
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF.
NO SINGLE OR PARTIAL EXERCISE OF
ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
A
WAIVER BY THE SECURED PARTY OF ANY RIGHT OR REMEDY HEREUNDER ON ANY ONE OCCASION
SHALL NOT BE CONSTRUED AS A BAR TO ANY RIGHT OR REMEDY, WHICH THE SECURED PARTY
WOULD OTHERWISE HAVE ON ANY FUTURE OCCASION.
THE RIGHTS AND REMEDIES HEREIN
PROVIDED ARE CUMULATIVE, MAY BE EXERCISED SINGLY OR CONCURRENTLY AND ARE NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW.
15.
WAIVERS AND AMENDMENTS; SUCCESSORS AND
ASSIGNS, GOVERNING LAW.
NONE OF THE TERMS OR PROVISIONS OF THIS SECURITY
AGREEMENT MAY BE WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED EXCEPT AS
PROVIDED BY THE CREDIT AGREEMENT.
THIS SECURITY AGREEMENT SHALL BE BINDING UPON
THE SUCCESSORS AND ASSIGNS OF THE DEBTOR AND SHALL INURE TO THE BENEFIT OF THE
SECURED PARTY AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS.
THIS SECURITY
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE.
16.
JURISDICTION.
THE DEBTOR HEREBY CONSENTS
AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK,
STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN THE DEBTOR, ON THE ONE HAND, AND LENDER, ON THE