THEREOF, IS RESCINDED, REDUCED, RESTORED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AMOUNT PAID AND NOT SO RESCINDED, REDUCED, RESTORED OR RETURNED.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.
EXPENSES AND ATTORNEYS FEES.
WITHOUT
LIMITING GRANTOR'S OBLIGATIONS UNDER THE CREDIT AGREEMENT OR THE OTHER LOAN
DOCUMENTS, GRANTOR AGREES TO PROMPTLY PAY ALL FEES, COSTS AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) INCURRED IN CONNECTION WITH
(A) PROTECTING, STORING, WAREHOUSING, APPRAISING, INSURING, HANDLING,
MAINTAINING AND SHIPPING THE COLLATERAL, (B) CREATING, PERFECTING, MAINTAINING
AND ENFORCING AGENT'S LIENS AND (C) COLLECTING, ENFORCING, RETAKING, HOLDING,
PREPARING FOR DISPOSITION, PROCESSING AND DISPOSING OF COLLATERAL.
12.
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.
13.
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
16
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.
14.
TERMINATION OF THIS SECURITY AGREEMENT.
SUBJECT TO SECTION 10 HEREOF, THIS SECURITY AGREEMENT SHALL TERMINATE UPON THE
TERMINATION DATE.
15.
SUCCESSORS AND ASSIGNS.
THIS SECURITY
AGREEMENT AND ALL OBLIGATIONS OF EACH GRANTOR HEREUNDER SHALL BE BINDING UPON
THE SUCCESSORS AND ASSIGNS OF SUCH GRANTOR (INCLUDING ANY DEBTOR-IN-POSSESSION
ON BEHALF OF SUCH GRANTOR) AND SHALL, TOGETHER WITH THE RIGHTS AND REMEDIES OF
AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, HEREUNDER, INURE TO THE BENEFIT OF
AGENT AND LENDERS, ALL FUTURE HOLDERS OF ANY INSTRUMENT EVIDENCING ANY OF THE
OBLIGATIONS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
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.
NO GRANTOR MAY ASSIGN,
SELL, HYPOTHECATE OR OTHERWISE TRANSFER ANY INTEREST IN OR OBLIGATION UNDER THIS
SECURITY AGREEMENT.
16.
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, EACH
OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH COUNTERPARTS TAKEN