IF GRANTOR FAILS TO PROMPTLY
PAY ANY PORTION OF THE ABOVE COSTS, FEES AND EXPENSES WHEN DUE OR TO PERFORM ANY
OTHER OBLIGATION OF GRANTOR UNDER THIS SECURITY AGREEMENT, AGENT OR ANY OTHER
LENDER MAY, AT ITS OPTION, BUT SHALL NOT BE REQUIRED TO, PAY OR PERFORM THE SAME
AND CHARGE GRANTOR'S ACCOUNT FOR ALL FEES, COSTS AND EXPENSES INCURRED THEREFOR,
AND GRANTOR AGREES TO REIMBURSE AGENT OR SUCH LENDER THEREFOR ON DEMAND.
ALL
SUMS SO PAID OR INCURRED BY AGENT OR ANY OTHER LENDER FOR ANY OF THE FOREGOING,
ANY AND ALL OTHER SUMS FOR WHICH GRANTOR MAY BECOME LIABLE HEREUNDER AND ALL
FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES, LEGAL EXPENSES AND COURT
COSTS) INCURRED BY AGENT OR ANY OTHER LENDER IN ENFORCING OR PROTECTING THE
LIENS OR ANY OF THEIR RIGHTS OR REMEDIES UNDER THIS SECURITY AGREEMENT SHALL BE
PAYABLE ON DEMAND, SHALL CONSTITUTE OBLIGATIONS, SHALL BEAR INTEREST UNTIL PAID
AT THE HIGHEST RATE PROVIDED IN THE CREDIT AGREEMENT AND SHALL BE SECURED BY THE
COLLATERAL.
13.
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.
17
14.
LIMITATION BY LAW.
ALL RIGHTS, REMEDIES AND
POWERS PROVIDED IN THIS SECURITY AGREEMENT MAY BE EXERCISED ONLY TO THE EXTENT
THAT THE EXERCISE THEREOF DOES NOT VIOLATE ANY APPLICABLE PROVISION OF LAW, AND
ALL THE PROVISIONS OF THIS SECURITY AGREEMENT ARE INTENDED TO BE SUBJECT TO ALL
APPLICABLE MANDATORY PROVISIONS OF LAW THAT MAY BE CONTROLLING AND TO BE LIMITED
TO THE EXTENT NECESSARY SO THAT THEY SHALL NOT RENDER THIS SECURITY AGREEMENT
INVALID, UNENFORCEABLE, IN WHOLE OR IN PART, OR NOT ENTITLED TO BE RECORDED,
REGISTERED OR FILED UNDER THE PROVISIONS OF ANY APPLICABLE LAW.
15.
TERMINATION OF THIS SECURITY AGREEMENT.
SUBJECT TO SECTION 11 HEREOF, THIS SECURITY AGREEMENT SHALL TERMINATE UPON THE
TERMINATION DATE.
16.
SUCCESSORS AND ASSIGNS.
THIS SECURITY
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS EXCEPT THAT GRANTOR MAY NOT ASSIGN
ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE WRITTEN CONSENT OF ALL LENDERS.
NO SALES OF PARTICIPATIONS, OTHER SALES, ASSIGNMENTS, TRANSFERS OR OTHER
DISPOSITIONS OF ANY AGREEMENT GOVERNING OR INSTRUMENT EVIDENCING THE OBLIGATIONS
OR ANY PORTION THEREOF OR INTEREST THEREIN SHALL IN ANY MANNER IMPAIR THE LIEN
GRANTED TO AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, HEREUNDER.
17.
COUNTERPARTS.
THIS SECURITY AGREEMENT AND
ANY AMENDMENTS, WAIVERS, CONSENTS OR SUPPLEMENTS MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS,