THE LENDER OR OTHER CONDUCT OF THE LENDER, NO AUTHORIZATION TO SELL
OR OTHERWISE DISPOSE OF THE COLLATERAL (EXCEPT AS SET FORTH IN SECTION 4.1(D))
SHALL BE BINDING UPON THE LENDER UNLESS SUCH AUTHORIZATION IS IN WRITING SIGNED
BY THE LENDER.
8.7.
NO WAIVER; AMENDMENTS; CUMULATIVE REMEDIES. NO
DELAY OR OMISSION OF THE LENDER TO EXERCISE ANY RIGHT OR REMEDY GRANTED UNDER
THIS SECURITY AGREEMENT SHALL IMPAIR SUCH RIGHT OR REMEDY OR BE CONSTRUED TO BE
A WAIVER OF ANY DEFAULT OR AN ACQUIESCENCE THEREIN, AND ANY SINGLE OR PARTIAL
EXERCISE OF ANY SUCH RIGHT OR REMEDY SHALL NOT PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT OR REMEDY. NO WAIVER,
AMENDMENT OR OTHER VARIATION OF THE TERMS, CONDITIONS OR PROVISIONS OF THIS
SECURITY AGREEMENT WHATSOEVER SHALL BE VALID UNLESS IN WRITING SIGNED BY THE
LENDER AND THEN ONLY TO THE EXTENT IN SUCH WRITING SPECIFICALLY SET FORTH.
ALL
RIGHTS AND REMEDIES CONTAINED IN THIS SECURITY AGREEMENT OR BY LAW AFFORDED
SHALL BE CUMULATIVE AND ALL SHALL BE AVAILABLE TO THE LENDER UNTIL THE SECURED
OBLIGATIONS HAVE BEEN PAID IN FULL.
8.8.
LIMITATION BY LAW; SEVERABILITY OF
PROVISIONS.
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 OR NOT
ENTITLED TO BE RECORDED OR REGISTERED, IN WHOLE OR IN PART.
ANY PROVISION IN
ANY THIS SECURITY AGREEMENT THAT IS HELD TO BE INOPERATIVE, UNENFORCEABLE, OR
INVALID IN ANY JURISDICTION SHALL, AS TO THAT JURISDICTION, BE INOPERATIVE,
UNENFORCEABLE, OR INVALID WITHOUT AFFECTING THE REMAINING PROVISIONS IN THAT
JURISDICTION OR THE OPERATION, ENFORCEABILITY, OR VALIDITY OF THAT PROVISION IN
ANY OTHER JURISDICTION, AND TO THIS END THE PROVISIONS OF THIS SECURITY
AGREEMENT ARE DECLARED TO BE SEVERABLE.
8.9.
REINSTATEMENT.
THIS SECURITY AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION
BE FILED BY OR AGAINST THE GRANTOR FOR LIQUIDATION OR REORGANIZATION, SHOULD THE
GRANTOR BECOME INSOLVENT OR 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 THE 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
SECURED 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 SECURED 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
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