Exhibit 10.20
SECURITY AGREEMENT
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THIS SECURITY AGREEMENT (this "Security Agreement") is made this 16th
day of October, 1997, by and between:
TECHNOLOGY FLAVORS & FRAGRANCES, INC., a Delaware corporation, having
an office at 00 Xxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000 (hereinafter
referred to as the "Debtor"), and
THE CHASE MANHATTAN BANK, a New York banking corporation, having an
office at 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 (hereinafter referred
to as the "Secured Party").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Secured Party and the Debtor entered into a Credit
Agreement dated October 16, 1997 (as it may hereafter be amended or otherwise
modified from time to time, being the "Agreement") pursuant to which the Secured
Party may lend to the Debtor the aggregate principal amounts set forth therein,
upon and subject to the terms and conditions thereof;
WHEREAS, it is a condition precedent to the obligation of the Secured
Party to extend credit to the Debtor as provided for in the Agreement that the
Debtor shall execute and deliver this Security Agreement; and
WHEREAS, all capitalized terms used herein without definition shall
have the respective meanings ascribed thereto in the Agreement.
NOW, THEREFORE, in consideration of the premises and in order to
induce the Secured Party to continue to extend credit to the Debtor, the Debtor
agrees with the Secured Party as follows:
1. SECURITY INTEREST.
(a) GRANT OF SECURITY. As security for the Obligations (as defined
in Section 1(b) hereof), the Debtor hereby assigns and pledges to the Secured
Party, and hereby grants to the Secured Party a security interest in, all of the
Debtor's right, title and interest, whether now existing or hereafter arising or
acquired, in and to the following (collectively, the "Collateral"):
(i) All personal property of the Debtor, whether now or
hereafter existing or now owned or hereafter acquired and wherever located, of
every kind and description, tangible or intangible, including, without
limitation, the balance of every deposit account now or hereafter existing of
the Debtor with the Secured Party or any of its affiliates or with any agent of
the Secured Party or any of its affiliates to the extent such account is
maintained by such agent in its capacity as agent of any kind for the Secured
Party or any of its affiliates, and all goods, equipment, furniture, inventory
(including, without limitation all raw materials, furnished goods and work-in-
process), accounts, contract rights, chattel paper, notes receivable,
instruments, documents (including, without limitation, documents of title,
warehouse receipts and all other shipping documents and instruments of any kind
whatsoever, whether relating to goods in transit or otherwise), intellectual
property (including, without limitations, all formulations and all records of
any kind or description relating thereto), general intangibles, credits, claims,
demands and any other obligations of any kind, whether now or hereafter arising,
of the Debtor, and, as to all of the foregoing, any and all additions and
accessions thereto, all substitutions and replacements therefor and all products
and proceeds thereof (including, without limitation, all proceeds of insurance
thereon).
The term "accounts" shall mean, without limiting the generality
of the foregoing, any and all now existing or hereafter arising rights to
payment held by the Debtor, whether in the form of accounts receivable, notes,
drafts, acceptances or other forms of obligations and receivables now or
hereafter received by or belonging to the Debtor for (A) inventory sold or
leased by it, (B) services rendered by it, or (C) advances or loans made by it
to customers, together with all guarantees and security therefor and all
proceeds thereof, whether cash proceeds or otherwise, including, without
limitation, all right, title and interest of the Debtor in the inventory which
gave rise to any such accounts, including, without limitation, the right to
stoppage in transit and all returned, rejected, rerouted or repossessed
inventory.
(ii) All choses in action, any rights arising under any
judgment, statute or rule, all corporate and business records, customer lists,
credit files, computer program print-outs, and other computer materials and
records, all inventories, trademarks, trade styles, trade names, designs,
patents, copyrights, licenses, license agreements, and any applications for
patents and/or trademarks.
(iii) Any and all additions and accessions to the foregoing
Collateral, all substitutions and replacements therefor and all products and
proceeds thereof (including, without limitation, proceeds of insurance thereon).
(b) SECURITY FOR OBLIGATIONS. This Security Agreement secures the
payment of all obligations of Debtor to the Secured Party now or hereafter
existing under the Agreement or this Security Agreement, including in each case,
any modifications or amendments thereto, or under any promissory notes or other
documents evidencing indebtedness under or related to or contemplated by the
Agreement, or any other obligation of Debtor to the Secured Party arising
pursuant to the Agreement or the Facility Documents, whether for principal,
interest, fees, expenses or otherwise, together with all costs of collection or
enforcement, including, without limitation, reasonable attorneys' fees incurred
in any collection efforts or in any judicial proceeding (including, without
limitation, bankruptcy or reorganization) (all such obligations being the
"Obligations").
(c) DEBTOR REMAINS LIABLE. Anything herein to the contrary
notwithstanding, (i) the Debtor shall remain liable to perform all of its duties
and obligations under the Agreement and the Facility Documents to the same
extent as if this Security Agreement had not been executed, (ii) the exercise by
the Secured Party of any of the rights hereunder shall not release the Debtor
from any of its duties or obligations under the Agreement and the Facility
Documents, which shall
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remain unchanged as if this Security Agreement had not been executed, and (iii)
except as otherwise specifically provided in the Agreement, this Security
Agreement or by law, the Secured Party shall have no obligation or liability
under the transactions giving rise to the Collateral by reason of this Security
Agreement, nor shall the Secured Party be obligated to perform any of the
obligations or duties of the Debtor thereunder or to take any action to collect
or enforce any claim for payment assigned hereunder.
(d) CONTINUING AGREEMENT. This Security Agreement shall create a
continuing security interest in the Collateral and shall remain in full force
and effect until payment in full of the Obligations and until the Revolving
Credit Commitment shall no longer be in effect.
2. DEBTOR'S TITLE; LIENS AND ENCUMBRANCES.
The Debtor represents and warrants that the Debtor is, or to the
extent that this Security Agreement states that the Collateral is to be acquired
after the date hereof, will be, the owner of the Collateral, having good and
marketable title thereto, free from any and all liens, security interests,
encumbrances and claims, other than Permitted Liens. The Debtor will not create
or assume or permit to exist any such lien, security interest, encumbrance or
claim on or against the Collateral except as created by this Security Agreement
or as permitted pursuant to Section 9.2 of the Agreement, and the Debtor will
notify the Secured Party of any such other claim, lien, security interest or
other encumbrance made or asserted against the Collateral promptly after
obtaining knowledge thereof and will defend the Collateral against any such
claim, lien, security interest or other encumbrance.
3. REPRESENTATIONS AND WARRANTIES;
LOCATION OF COLLATERAL AND RECORDS;
BUSINESS AND TRADE NAMES OF DEBTOR.
(a) The Debtor represents and warrants that it has no place of
business, offices where Debtor's books of account and records are kept, or
places where the Collateral is used, stored or located, except as set forth on
Schedule I annexed hereto, and covenants that the Debtor will promptly notify
the Secured Party of any change in the foregoing representation. The Debtor
shall at all times maintain its records as to the Collateral at its chief place
of business or at such other address referred to on Schedule I (other than any
location not in the United States) and at none other. The Debtor further
covenants that except for Collateral delivered to the Secured Party or an agent
for the Secured Party, the Debtor will not store, use or locate any of the
Collateral at any place other than as listed on Schedule I annexed hereto. To
the extent that any Collateral is located at a location which is not owned by
the Debtor, the Debtor shall, at Secured Party's request, deliver to the Secured
Party, landlords waivers in form and substance satisfactory to the Secured
Party.
(b) The Debtor represents and warrants that it currently uses, and
during the last five years has used, no business or trade names, except as set
forth in Schedule 1 annexed hereto, and covenants that the Debtor will promptly
notify the Secured Party, in sufficient detail, of any changes in, additions to,
or deletions from the business or trade names used by the Debtor for billing
purposes.
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(c) The Debtor represents and warrants that upon the filing of
properly completed and executed financing statements on Form UCC-1 in the
jurisdictions listed on Schedule I hereto, the liens granted hereunder shall be
perfected in such jurisdictions and, subject to the Permitted Liens, shall
constitute first priority security interests in the Collateral.
(d) The Debtor represents and warrants that it has complied and is in
compliance, in all material respects, with the applicable provisions of the Fair
Labor Standards Act, including, without limitation, the minimum wage and
overtime rules of that Act, and covenants that the Debtor will continue to
comply, in all material respects, with the applicable provisions of such Act.
4. PERFECTION OF SECURITY INTEREST.
The Debtor will execute all such financing statements pursuant to the
Uniform Commercial Code or other notices appropriate under applicable law, as
the Secured Party may require to perfect the security interest in the Collateral
created hereunder, each in form satisfactory to the Secured Party and will pay
all filing or recording costs with respect thereto, and all costs of filing or
recording this Security Agreement or any other instrument, agreement or document
executed and delivered pursuant hereto or to the Agreement (including the cost
of all federal, state or local mortgage, documentary, stamp or other taxes), in
each case, in all public offices where filing or recording is deemed by the
Secured Party to be necessary or desirable. The Debtor hereby authorizes the
Secured Party to take all action (including, without limitation, the filing of
any Uniform Commercial Code financing statements or amendments thereto without
the signature of the Debtor or by signing of the Debtor's name to any such
financing statements as its attorney-in-fact) which the Secured Party may deem
necessary or desirable to perfect or otherwise protect the liens and security
interests created hereunder and to obtain the benefits of this Security
Agreement.
5. GENERAL COVENANTS.
The Debtor shall:
(a) furnish the Secured Party from time to time at the Secured
Party's reasonable request written statements and schedules further identifying
and describing the Collateral in such detail as the Secured Party may reasonably
require;
(b) advise the Secured Party promptly, in sufficient detail, of any
substantial change in the Collateral, and of the occurrence of any event which
would have a material adverse effect on the value of the Collateral or on the
Secured Party's security interest therein;
(c) comply with all acts, rules, regulations and orders of any
legislative, administrative or judicial body or official applicable to the
Collateral or any part thereof or to the operation of the Debtor's business
except where the failure to comply (a) is non-material and (b) has no effect on
the value of the Collateral or on the ability of the Secured Party to exercise
its rights and remedies hereunder; PROVIDED, HOWEVER, that the Debtor may
contest any acts, rules,
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regulations, orders and directions of such bodies or officials in any reasonable
manner which will not, in the Secured Party's reasonable opinion, adversely
affect the Secured Party's rights or the priority of its security interests in
the Collateral;
(d) perform and observe all covenants, restrictions and conditions
contained in the Agreement providing for payment of taxes, maintenance of
insurance and otherwise relating to the Collateral, as though such covenants,
restrictions and conditions were fully set forth in this Security Agreement;
(e) promptly notify the Secured Party of all disputes with account
debtors involving amounts in excess of $100,000;
(f) promptly execute and deliver to the Secured Party such further
deeds, mortgages, assignments, security agreements or other instruments,
documents, certificates and assurances and take such further action as the
Secured Party may from time to time in its sole discretion deem necessary to
perfect, protect or enforce the Secured Party's security interests in the
Collateral or otherwise to effect the intent of this Security Agreement and the
Agreement;
(g) keep or cause to be kept the Collateral in good working order,
repair, running and marketable condition, ordinary wear and tear excepted, at
the Debtor's own cost and expense; and
(h) not assign, sell, mortgage, lease, transfer, pledge, grant a
security interest in or lien upon, encumber or otherwise dispose of or abandon,
any part or all of the Collateral, without the express prior written consent of
the Secured Party, except (i) for the sale from time to time in the ordinary
course of business of the Debtor of such items of Collateral as may constitute
part of the business inventory of the Debtor; or (ii) as otherwise expressly
provided in the Agreement.
6. ASSIGNMENT OF INSURANCE.
At or prior to the date hereof, the Debtor shall deliver to Secured
Party copies of, or certificates of the issuing companies with respect to,
endorsements of any and all policies of insurance owned by the Debtor covering
or in any manner relating to the Collateral, in form and substance reasonably
satisfactory to the Secured Party naming the Secured Party as additional insured
party as its interests may appear with respect to liability coverage and the
Secured Party as loss payee with respect to property and extended insurance
coverage, and indicating that no such policy will be terminated, or reduced in
coverage or amount, without at least thirty (30) days prior written notice from
the insurer to the Secured Party. As further security for the due payment and
performance of the Obligations, the Debtor hereby assigns to the Secured Party
all sums which may become payable under or in respect of any policy of insurance
owned by the Debtor covering or in any manner relating to the Collateral, and
the Debtor hereby directs each insurance company issuing any such policy to make
payment of sums directly to the Secured Party. In addition to the foregoing,
Debtor hereby assigns to Secured Party all of Debtor's rights to returned or
unearned premiums after the occurrence and during the continuance of an Event of
Default. The Debtor hereby appoints the Secured Party as the Debtor's
attorney-in-fact and authorizes the Secured Party
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in the Debtor's or in the Secured Party's name to endorse any check or draft
representing any such payment and to execute any proof of claim, subrogation
receipt and any other document required by such insurance company as a condition
to or otherwise in connection with such payment, and, upon the occurrence of any
Default or Event of Default, to cancel, assign or surrender any such policies.
All such sums received by the Secured Party shall be applied by the Secured
Party to satisfaction of the Obligations or, to the extent that such sums
represent unearned premiums in respect of any policy of insurance on the
Collateral refunded by reason of cancellation, toward payment for similar
insurance protecting the respective interests of the Debtor and the Secured
Party, or as otherwise required by applicable law.
7. FIXTURES.
It is the intent of the Debtor and the Secured Party that none of the
Collateral is or shall be regarded as fixtures, as that term is used or defined
in Article 9 of the Uniform Commercial Code, and the Debtor represents and
warrants that it has not made and is not bound by any lease or other agreement
which is inconsistent with such intent. Nevertheless, if the Collateral or any
part thereof is or is to become attached or affixed to any real estate owned or
leased by Debtor, the Debtor will, upon request, furnish the Secured Party with
a disclaimer or subordination in form reasonably satisfactory to the Secured
Party of the holder of any interest in the real estate to which the Collateral
is attached or affixed, together with the names and addresses of the record
owners of, and all other persons having interest in, and a general description
of, such real estate.
8. COLLECTIONS.
(a) The Debtor may collect all checks, drafts, cash or other
remittances (i) in payment of any of its accounts, contract rights or general
intangibles constituting part of the Collateral, (ii) in payment of any
Collateral sold, transferred, leased or otherwise disposed of, or (iii) in
payment of or on account of its accounts, contracts, contract rights, notes,
drafts, acceptances, general intangibles, choses in action and all other forms
of obligations relating to any of the Collateral so sold, transferred, or leased
or otherwise disposed of, and all of the foregoing amounts so collected after
the occurrence of an Event of Default and during its continuance shall be held
in trust by the Debtor for, and as the property of, the Secured Party and shall
not be commingled with other funds, money or property of the Debtor.
(b) Upon the written request of the Secured Party, during the
occurrence and continuance of an Event of Default, the Debtor will immediately
upon receipt of all such checks, drafts, cash or other remittances in payment of
any of its accounts, contract rights or general intangibles constituting part of
the Collateral, deliver any such items to the Secured Party accompanied by a
remittance report in form supplied or approved by the Secured Party, such items
to be delivered to the Secured Party in the same form received, endorsed or
otherwise assigned by the Debtor where necessary to permit collection of such
items and, regardless of the form of such endorsement, the Debtor hereby waives
presentment, demand, notice of dishonor, protest, notice of and all other
notices with respect thereto.
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(c) Upon the written request of the Secured Party during the
occurrence and continuance of an Event of Default, the Debtor will immediately
upon receipt of all such checks, drafts, cash or other remittances in payment
for any Collateral sold, transferred, leased or otherwise disposed of, or in
payment or on account of its accounts, contracts, contract rights, notes,
drafts, acceptances, general intangibles, choses in action and all other forms
of obligations relating to any of the Collateral so sold, transferred, leased or
otherwise disposed of, deliver any such items to the Secured Party accompanied
by a remittance report in form supplied or approved by the Secured Party, such
items to be delivered to the Secured Party in the same form received, endorsed
or otherwise assigned by the Debtor where necessary to permit collection of such
items and, regardless of the form of such endorsement, the Debtor hereby waives
presentment, demand, notice of dishonor, protest, notice of protest and all
other notices with respect hereto.
(d) Upon the written request of the Secured Party, the Debtor will
promptly notify the Secured Party in writing of the return or rejection of any
goods represented by any accounts, contract rights or general intangibles and,
upon the occurrence and continuance of an Event of Default, the Debtor shall
forthwith account therefor to the Secured Party in cash without demand or notice
and until such payment has been received by the Secured Party the Debtor will
receive and hold all such goods separate and apart, in trust for and subject to
the security interest in favor of the Secured Party, and the Secured Party is
authorized to sell, for the Debtor's account and at the Debtor's sole risk, all
or any part of such goods.
(e) All of the foregoing remittances shall be applied and credited by
the Secured Party first to satisfaction of the Obligations or as otherwise
required by applicable law, and to the extent not so credited or applied, shall
be paid over to the Debtor.
9. RIGHTS AND REMEDIES.
In the event of the occurrence and continuance of any Event of
Default, the Secured Party shall at any time thereafter have the right, with or
without (to the extent permitted by applicable law) notice to the Debtor, as to
any or all of the Collateral, by any available judicial procedure or without
judicial process, to take possession of the Collateral and without liability for
trespass to enter any premises where the Collateral may be located for the
purpose of taking possession of or removing the Collateral, and, generally, to
exercise any and all rights afforded to a secured party under the Uniform
Commercial Code or other applicable law. Without limiting the generality of the
foregoing, the Debtor agrees that the Secured Party shall have the right to
sell, lease, or otherwise dispose of all or any part of the Collateral, whether
in its then condition or after further preparation or processing, either at
public or private sale or at any broker's board, in lots or in bulk, for cash or
for credit, with or without warranties or representations, and upon such terms
and conditions, all as the Secured Party in its sole discretion may deem
advisable, and it shall have the right to purchase at any such sale; and, if any
Collateral shall require rebuilding, repairing, maintenance, preparation, or is
in process or other unfinished state, the Secured Party shall have the right, at
its sole option and discretion, to do such rebuilding, repairing, preparation,
processing or completion of manufacturing, for the purpose of putting the
Collateral in such saleable or disposable form as it shall deem appropriate. At
the Secured Party's request, the Debtor shall assemble the Collateral and make
it available to the Secured Party at places which the Secured
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Party shall reasonably select, whether at the Debtor's premises or elsewhere,
and make available to the Secured Party, without rent, all of the Debtor's
premises and facilities for the purpose of the Secured Party's taking possession
of, removing or putting the Collateral in saleable or disposable form, all in
accordance with applicable law. The proceeds of any such sale, lease or other
disposition of the Collateral shall be applied first to the expenses of
retaking, holding, storing, processing and preparing for sale, selling, and the
like, and to the reasonable attorneys' fees and legal expenses incurred by the
Secured Party, and then to satisfaction of the Obligations, and to the payment
of any other amounts required by applicable law to be paid prior to receipt of
such proceeds by Debtor, after which the Secured Party shall account to the
Debtor for and pay any surplus proceeds. If, upon the sale, lease or other
disposition of the Collateral, the proceeds thereof are insufficient to pay all
amounts to which the Secured Party are legally entitled, the Debtor will be
liable for the deficiency, together with interest thereon, at the rate
prescribed in the Agreement, and the reasonable fees of any attorneys employed
by the Secured Party to collect such deficiency. To the extent permitted by
applicable law, the Debtor waives all claims, damages and demands against the
Secured Party arising out of the repossession, removal, retention or sale of the
Collateral except for the gross negligence or willful misconduct of the Secured
Party.
10. COSTS AND EXPENSES.
Any and all fees, costs and expenses, of whatever kind or nature,
including the reasonable attorneys' fees and legal expenses incurred by the
Secured Party, in connection with the preparation of this Security Agreement and
all other documents relating hereto (subject to the provisions of Section 12.3
of the Agreement) and the consummation of this transaction, the filing or
recording of financing statements and other documents (including all taxes in
connection therewith) in public offices, the payment or discharge of any taxes,
insurance premiums, encumbrances or otherwise protecting, maintaining or
preserving the Collateral and the Secured Party's security interest therein,
whether through judicial proceedings or otherwise, or in defending or
prosecuting any actions or proceedings arising out of or related to the
transaction to which this Security Agreement relates shall be borne and paid by
the Debtor on demand by the Secured Party and until so paid shall be added to
the principal amount of the Obligations and shall bear interest at the rate
prescribed in the Agreement.
11. POWER OF ATTORNEY.
The Debtor authorizes the Secured Party and does hereby make,
constitute and appoint the Secured Party, and any officer or agent of the
Secured Party, with full power of substitution, as the Debtor's true and lawful
attorney-in-fact, with power, in its own name or in the name of the Debtor upon
the occurrence and, during the continuance of an Event of Default: (a) to
endorse any notes, checks, drafts, money orders, or other instruments of payment
(including payments payable under or in respect of any policy of insurance) in
respect of the Collateral that may come into possession of the Secured Party;
(b) to sign and endorse any invoice, freight or express xxxx, xxxx of lading,
storage or warehouse receipts, drafts against debtors, assignments,
verifications and notices in connection with accounts, and other documents
relating to Collateral; (c) to pay or discharge any taxes, liens, security
interest or other encumbrances at any time levied or placed on or threatened
against the Collateral which are not permitted under the Agreement; (d) to
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demand, collect, receipt for, compromise, settle and xxx for monies due in
respect of the Collateral; (e) to receive, open and dispose of all mail
addressed to the Debtor and to notify the Post Office authorities to change the
address for delivery of mail addressed to the Debtor to such address as the
Secured Party may designate; and (f) generally to do, at the Secured Party's
option and at the Debtor's expense, at any time, or from time to time, all acts
and things which the Secured Party deems necessary to protect, preserve and
realize upon the Collateral and the Secured Party's security interest therein in
order to effect the intent of this Security Agreement and the Agreement, all as
fully and effectually as the Debtor might or could do; and the Debtor hereby
ratifies all that said attorney shall lawfully do or cause to be done by virtue
hereof. All acts of said attorney or designee are hereby ratified and approved
and said attorney or designee shall not be liable for any acts of commission or
omission, nor for any error or judgment or mistake of fact or law except for its
own gross negligence or willful misconduct. This power of attorney shall be
irrevocable for the term of this Security Agreement and thereafter as long as
any of the Obligations shall be outstanding.
12. NOTICES.
Unless the party to be notified otherwise notifies the other party in
writing as provided in this Section, notices shall be given hereunder by
telecopy, by certified or registered mail or by recognized overnight delivery
services to any party at its address on the signature page of this Security
Agreement. Notices shall be effective (a) if given by registered or certified
mail, on the third day after deposit in the mails with postage prepaid,
addressed as aforesaid; (b) if given by recognized overnight delivery service,
on the business day following deposit with such service, addressed as aforesaid;
or (c) if given by telecopy, when the telecopy is transmitted to the telecopy
number as aforesaid; provided that all notices to the Secured Party shall be
effective on receipt.
13. OTHER SECURITY.
To the extent that the Obligations are now or hereafter secured by
property other than the Collateral or by the guarantee, endorsement or property
of any other person, then the Secured Party shall have the right in its sole
discretion to pursue, relinquish, subordinate, modify or take any other action
with respect thereto, without in any way modifying or affecting any of the
Secured Party's rights and remedies hereunder.
14. DEPOSITS.
Any and all deposits or other sums at any time credited by or due from
the Secured Party to the Debtor, whether in regular or special depository
accounts or otherwise, shall at all times constitute additional Collateral for
the Obligations, and may, upon the occurrence and during the continuance of an
Event of Default, be set-off by the Secured Party against any Obligations at any
time, whether or not other collateral held by the Secured Party is considered to
be adequate.
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15. MISCELLANEOUS.
(a) Beyond the safe custody thereof, the Secured Party shall as to
the Debtor have no duty as to the collection of any Collateral in its possession
or control or in the possession or control of any agent or nominee of the
Secured Party, or any income thereon or as to the preservation of rights against
prior parties or any other rights pertaining thereto.
(b) No course of dealing between the Debtor and the Secured Party,
nor any failure to exercise, nor any delay in exercising, on the part of the
Secured Party, any right, power or privilege hereunder or under the Agreement
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
(c) All of the Secured Party's rights and remedies with respect to
the Collateral, whether established hereby or by the Agreement, or by any other
agreements, instruments or documents executed by Debtor or by applicable law,
shall be cumulative and may be exercised singly or concurrently.
(d) The provisions of this Security Agreement are severable, and if
any clause or provision shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction and shall
not in any manner affect such clause or provision in any other jurisdiction, or
any other clause or provision of this Security Agreement in any jurisdiction.
(e) This Security Agreement (including this subsection) is subject to
modification only by a writing signed by all of the parties hereto.
(f) The benefits and burdens of this Security Agreement shall inure
to the benefit of and be binding upon the respective successors and assigns of
the parties hereto; provided, however, that the rights and obligations of the
Debtor under this Security Agreement shall not be assigned or delegated without
the prior written consent of the Secured Party, and any purported assignment or
delegation without such consent shall be void.
WITNESS the execution hereof as of the day and year first above
written.
TECHNOLOGY FLAVORS &
FRAGRANCES, INC., as Debtor
By:___________________________
Name:
Title:
By:___________________________
Name:
Title:
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