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EXHIBIT 4.9.3
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SECURITY AGREEMENT
This SECURITY AGREEMENT ("Agreement"), dated as of August
10, 1995, is made by XXXXX AUTOMOTIVE, INC., a Delaware corporation, GRANT
PRODUCTS, INC., a Delaware corporation and G.T. STYLING, INC., a California
corporation (each a "Grantor", collectively, "Grantors"), in favor of SUMITOMO
BANK OF CALIFORNIA ("Secured Party"), with reference to the following facts:
RECITALS
A. Pursuant to that certain Commercial Loan Agreement of even
date herewith by and between Grantors, as Borrowers, and Secured Party (as such
agreement may from time to time be supplemented, modified, amended, renewed,
extended or supplanted, the "Loan Agreement"), Secured Party has agreed to
extend certain credit facilities to Grantors.
B. The Loan Agreement provides, as a condition precedent to
Secured Party's obligation to extend credit facilities to Grantors, that
Grantors shall grant to Secured Party a security interest in certain of its
assets under the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in order to induce Secured Party to
continue to extend credit facilities to Grantors under the Loan Agreement, and
for other good and valuable consideration, the receipt and adequacy of which
hereby are acknowledged, Grantor hereby represents, warrants, covenants,
agrees, assigns and grants as follows:
1. Definitions. This Agreement is the Security
Agreement referred to in the Loan Agreement and is one of the loan documents
referred to therein. Terms defined in the Loan Agreement and not otherwise
defined in this Agreement shall have the meanings given those terms in the Loan
Agreement. Terms defined in the California Commercial Code and not otherwise
defined in the Agreement or in the Loan Agreement shall have the meanings
defined for those terms in the California Commercial Code. The following terms
shall have the meanings respectively set forth after each:
"Agreement" means this Security Agreement and any
extensions, modifications, renewals, restatements, supplements or
amendments hereof.
"Collateral" means all present and future right,
title and interest of Grantors in or to any property or
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assets whatsoever, and all rights and powers of Grantors to
transfer any interest in or to any property or assets whatsoever,
including, without limitation, any and all of the following
property:
(1) All present and future accounts,
accounts receivable, agreements, contracts, leases,
contract rights, rights to payment, instruments, documents,
chattel paper, security agreements, guaranties,
undertakings, surety bonds, insurance policies, notes and
drafts, and all forms of obligations owing to Grantors or
in which Grantors may have any interest, however created or
arising;
(2) All present and future general
intangibles, all tax refunds of every kind and nature to
which Grantors now or hereafter may become entitled,
however arising, all other refunds, and all deposits,
goodwill, choses in action, trade secrets, computer
programs, software, customer lists, trademarks, trade
names, patents, licenses, copyrights, technology,
processes, proprietary information, franchises and
insurance proceeds;
(3) All present and future deposit
accounts of Grantors, including, without limitation, any
demand, time, savings, passbook or like account maintained
by Grantors with any bank, savings and loan association,
credit union or like organization, and all money, cash and
cash equivalents of Grantors, whether or not deposited in
any such deposit account;
(4) All present and future books and
records, including, without limitation, books of account
and ledgers of every kind and nature, all electronically
recorded data relating to Grantors or the business thereof,
all receptacles and containers for such records, and all
files and correspondence;
(5) All present and future goods,
including, without limitation, all consumer goods, farm
products, inventory, equipment, machinery, tools, molds,
dies, furniture, furnishings, fixtures, trade fixtures,
motor vehicles and all other goods used in connection with
or in the conduct of Grantors' businesses, including
without limitation, all goods as defined in Section 9109(2)
of the California Commercial Code;
(6) All present and future inventory
and merchandise, including, without limitation, all present
and future goods held for sale or lease or to
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be furnished under a contract of service, all raw
materials, work in process and finished goods, all packing
materials, supplies and containers relating to or used in
connection with any of the foregoing, and all bills of
lading, warehouse receipts or documents of title relating
to any of the foregoing;
(7) All present and future
accessions, appurtenances, components, repairs, repair
parts, spare parts, replacements, substitutions, additions,
issue and/or improvements to or of or with respect to any
of the foregoing;
(8) All other tangible and intangible
property of Grantors;
(9) All rights, remedies, powers
and/or privileges of Grantors with respect to any of the
foregoing; and
(10) Any and all proceeds and products
of any of the foregoing, including, without limitation, all
money, accounts, general intangibles, deposit accounts,
documents, instruments, chattel paper, goods, insurance
proceeds, and any other tangible or intangible property
received upon the sale or disposition of any of the
foregoing.
"Loan Documents" means collectively, the Loan
Agreement, the Revolving Line Note, the Non-Revolving Line Note and
the Term Note, this Agreement, the Pledge Agreement, and any other
certificates, documents or agreements of any type or nature
heretofore or hereafter executed and delivered by any Grantor to
Bank in any way relating to or in furtherance of the Loan
Agreement, in each case either as originally executed or as the
same may from time to time be supplemented, modified, amended,
restated, extended or supplanted.
"Notes" means collectively, the Revolving Line
Note, the Non-Revolving Line Note and the Term Note.
"Person" means and includes any natural person,
corporation, firm, association, government, governmental agency or
any other entity, whether acting in an individual, fiduciary or
other capacity.
2. Security Agreement. For valuable consideration,
Grantors hereby grant and assign to Secured Party a security interest in all of
the Collateral now or hereafter owned by Grantors as security for the timely
payment and performance of the obligations of Grantors under the Loan Agreement
and other
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Loan Documents, including but not limited to the Notes (collectively, the
"Obligations"). This Agreement is a continuing agreement and all the rights,
powers and remedies hereunder shall apply to any and all Obligations, including
those arising under successive transactions which shall either continue the
Obligations, increase or decrease them, or from time to time create new
Obligations after all or any prior Obligations have been satisfied, and
notwithstanding the bankruptcy of any Grantor or any other party to the Loan
Agreement and related documents or any other event or proceeding affecting any
of the aforementioned persons.
3. Further Assurances. At any time and from time to
time at the request of Secured Party, Grantors shall execute and deliver to
Secured Party all such financing statements and other instruments and documents
in form and substance reasonably satisfactory to Secured Party, as shall be
necessary or reasonably desirable to fully perfect, when filed and/or recorded,
Secured Party's security interest granted pursuant to Section 2 of this
Agreement. At any time and from time to time, Secured Party shall be entitled
to file and/or record any or all such financing statements, instruments and
documents held by it, and any or all such further financing statements,
documents and instruments, and to take all such other actions, as Secured Party
may deem appropriate to perfect and to maintain perfected the security interest
granted in Section 2 of this Agreement. Before and after the occurrence of any
Event of Default, at Secured Party's request, Grantors shall execute all such
further financing statements, instruments and documents, and shall do all such
further acts and things, as may be deemed necessary or reasonably desirable by
Secured Party to create and perfect, and to continue and preserve, the security
interest in the Collateral in favor of Secured Party, or the priority thereof.
With respect to any Collateral consisting of instruments, documents,
certificates of title or the like, as to which Secured Party's security
interest is required to be perfected by, or the priority thereof is required to
be assured by, possession of or notation on the certificate of title pertaining
to such Collateral, Grantors will upon demand of Secured Party deliver
possession of same in pledge to Secured Party, or note the lien on such
certificate of title in favor of Secured Party for the benefit of Secured
Party.
4. Grantors' Representations, Warranties and
Agreements. Except as otherwise disclosed to Secured Party in writing
concurrently herewith, Grantors represent, warrant and agree that: (a) the
security interests granted in Section 2 of this Agreement are first priority
security interests in the Collateral indefeasible by any third party; (b)
except for financing statements in favor of Secured Party and as otherwise
disclosed to Secured Party in writing, no financing statement
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covering any of the Collateral or the proceeds thereof is on file in any public
office or held by any person; (c) Grantors have and will continue to have,
except for security interests granted pursuant to the Loan Agreement and
related documents in favor of Secured Party and except for such other liens as
are permitted pursuant to the Loan Agreement, full title to the Collateral,
free from any lien, security interest, encumbrance or claim, and full power and
authority to grant to Secured Party the security interest in the Collateral as
provided herein subject to the Permitted Encumbrances, and will, at its sole
cost and expense, defend any action which might materially affect the
Collateral or Secured Party's security interest in the Collateral; (d) Grantors
will pay, prior to delinquency, all taxes, charges, liens and assessments
against the Collateral, unless such taxes, charges, liens or assessments are
not yet required to be paid, and upon its failure to pay or so contest such
taxes, charges, liens and assessments, Secured Party at its option may pay any
of them, and Secured Party shall be the sole judge of the legality or validity
thereof and the amount necessary to discharge the same; (e) the Collateral will
not be used for any unlawful purpose or in violation of any law, regulation or
ordinance, nor used in any way that will void or impair any insurance required
to be carried in connection therewith; (f) Grantors will, to the extent
consistent with good business practice, keep the Collateral in reasonably good
repair, working order and condition, and from time to time make all needful and
proper repairs, renewals, replacements, additions and improvements thereto and,
as appropriate and applicable, will otherwise deal with such portion of the
Collateral in all such ways as are considered good practice by owners of like
property; (g) Grantors will take all reasonable steps to preserve and protect
the Collateral; (h) Grantors will maintain, with responsible insurance
companies, insurance covering the Collateral against such insurable losses as
is required by the Loan Agreement and will cause Secured Party to be designated
as loss payee with respect to such insurance, will obtain the written agreement
of the insurers that such insurance shall not be cancelled without at least ten
(10) days prior written notice to Secured Party, and will furnish copies of
such insurance policies or certificates to Secured Party promptly upon request
therefor; (i) Grantors will promptly notify Secured Party in writing in the
event of any substantial or material damage to the Collateral from any source
whatsoever, and, except for the disposition of collections and other proceeds
of the Collateral permitted by Section 6 hereof, Grantors will not remove or
permit to be removed any part of the Collateral from its places of business
without the prior written consent of Secured Party, except for such items of
the Collateral as are removed in the ordinary course of business or in
connection with any transaction or disposition otherwise permitted by the Loan
Agreement; and
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(j) no Grantor will move its principal place of business without giving at
least ten (10) days' notice to Secured Party.
5. Secured Party's Rights Regarding Collateral. At
any time (whether or not an Event of Default has occurred, except as provided
in clause (b) below), without notice or demand and at the expense of Grantors,
Secured Party may, to the extent it may be necessary or desirable to protect
the security hereunder, but Secured Party shall not be obligated to: (a) enter
upon any premises on which Collateral is situated and examine the same or (b)
after an Event of Default has occurred and is continuing, perform any
obligation of Grantors under this Agreement or any obligation of any other
party under the Loan Documents. At any time and from time to time (except as
provided in clause (iii) below), at the expense of Grantors, Secured Party may
to the extent it may be necessary or desirable to protect the security
hereunder, but Secured Party shall not be obligated to: (i) notify obligors on
the Collateral that the Collateral has been assigned to Secured Party; (ii) at
any time and from time to time request from obligors on the Collateral, in the
name of Grantors or in the name of Secured Party, information concerning the
Collateral and the amounts owing thereon; and (iii) after an Event of Default
has occurred and is continuing, cause the Collateral to be registered in the
name of Secured Party, as legal owner. Grantors shall maintain books and
records pertaining to the Collateral in such detail, form and scope as Secured
Party shall reasonably require consistent with Secured Party's interests
hereunder. Grantors will at any time at Secured Party's request xxxx the
Collateral and/or Grantors' ledger cards, books of account, and other records
relating to the Collateral with appropriate notations satisfactory to Secured
Party disclosing that they are subject to Secured Party's security interests.
Secured Party shall at all times on notice have full access to and the right to
audit any and all of Grantors' books and records pertaining to the Collateral,
and to confirm and verify the value of the Collateral and to do whatever else
Secured Party may deem necessary or desirable to protect its interests.
Secured Party shall be under no duty or obligation whatsoever to take any
action to preserve any rights of or against any prior or other parties in
connection with the Collateral, or make or give any presentments, demands for
performance, notices of non-performance, protests, notices of protests, notices
of dishonor, or notices of any other nature whatsoever in connection with the
Collateral or the Obligations. Secured Party shall be under no duty or
obligation whatsoever to take any action to protect or preserve the Collateral
or any rights of Grantors therein, or to make collections or enforce payment
thereon, or to participate in any foreclosure or other proceeding in connection
therewith.
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6. Collections on the Collateral. Grantors shall
have the right to use and to continue to make collections on and receive other
proceeds of all of the Collateral in the ordinary course of business so long as
no Event of Default shall have occurred and be continuing. Upon the occurrence
of an Event of Default, at the option of Secured Party, Grantors' right to make
collections on and receive proceeds of the Collateral and to use or dispose of
such collections and proceeds shall terminate, and any and all proceeds and
collections, including all partial or total prepayments, then held or
thereafter received on or on account of the Collateral will be held or received
by Grantors in trust for Secured Party and immediately delivered to same. Any
remittance received by Grantors from customers shall be presumed to relate to
the Collateral and to be subject to the Secured Party's security interests.
Upon the occurrence of an Event of Default, Secured Party shall have the right
at all times to receive, receipt for, endorse, assign, deposit and deliver, in
the name of Secured Party or in the name of Grantors, any and all checks,
notes, drafts and other instruments for the payment of money constituting
proceeds of or otherwise relating to the Collateral; and each Grantor hereby
authorizes Secured Party to affix, by facsimile signature or otherwise, the
general or special endorsement of it, in such manner as Secured Party shall
deem advisable, to any such instrument in the event the same has been delivered
to or obtained by Secured Party without appropriate endorsement, and Secured
Party and any collecting bank are hereby authorized to consider such
endorsement to be a sufficient, valid and effective endorsement by such
Grantor, to the same extent as though it were manually executed by the duly
authorized officer of such Grantor, regardless of by whom or under what
circumstances or by what authority such facsimile signature or other
endorsement actually is affixed, without duty of inquiry or responsibility as
to such matters, and Grantors hereby expressly waives demand, presentment,
protest and notice of protest or dishonor and all other notices of every kind
and nature with respect to any such instrument.
7. Possession of Collateral by Secured Party. All
the Collateral now, heretofore or hereafter delivered to Secured Party shall be
held by Secured Party in its possession, custody and control. Any or all of
the Collateral consisting of money delivered to Secured Party shall be held in
an interest bearing account, and prior to an Event of Default, interest thereon
shall accrue to Grantors; however, Grantors shall not be entitled to any other
compensation thereon or by reason of Secured Party's possession and/or use
thereof. Upon the occurrence of an Event of Default, whenever any of the
Collateral is in Secured Party's possession, Secured Party may use, operate and
consume the Collateral, whether for the purpose of preserving and/or protecting
the Collateral, or for the purpose of performing any of Grantors' obligations
with
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respect thereto, or otherwise. Secured Party may at any time deliver or
redeliver the Collateral or any part thereof to Grantors, and the receipt of
any of the same by Grantors shall be complete and full acquittance for the
Collateral so delivered, and Secured Party thereafter shall be discharged from
any liability or responsibility therefor. So long as Secured Party exercises
reasonable care with respect to any Collateral in its possession, custody or
control, Secured Party shall have no liability for any loss of or damage to
such Collateral, and in no event shall Secured Party have liability for any
diminution in value of Collateral occasioned by economic or market conditions
or events. Secured Party shall be deemed to have exercised reasonable care
within the meaning of the preceding sentence if the Collateral in the
possession, custody or control of Secured Party is accorded treatment
substantially equal to that which Secured Party accords its own similar
property, it being understood that Secured Party shall not have any
responsibility for taking any necessary steps to preserve rights against any
Person with respect to any Collateral.
8. Events of Default. There shall be an Event of
Default hereunder upon the occurrence of an Event of Default under the Loan
Agreement.
9. Remedies.
9.1 Rights Upon Event of Default. Upon the
occurrence of an Event of Default, Secured Party shall have in any jurisdiction
where enforcement hereof is sought, in addition to all other rights and
remedies which Secured Party may have under applicable law or in equity or
under this Agreement (including, without limitation, all rights set forth in
Section 6 hereof) or under any other Loan Document, all of its rights and
remedies as a secured party under the Uniform Commercial Code as enacted in any
jurisdiction, and in addition the following rights and remedies, all of which
may be exercised to the maximum extent permitted by law with or without further
notice to Grantors and without affecting the liability of Grantors hereunder or
the enforceability of the security interests created hereby: (a) to foreclose
the liens and security interests created hereunder or under any other agreement
relating to any Collateral by any available judicial procedure or without
judicial process; (b) to enter any premises where any Collateral may be located
for the purpose of taking possession of or removing the same; (c) to sell,
assign, lease or otherwise dispose of any Collateral or any part thereof,
either at public or private sale or at any broker's board, in lot or in bulk,
for cash, on credit or otherwise, with or without representations or warranties
and upon such terms as shall be acceptable to Secured Party; (d) to notify
obligors on the Collateral that the Collateral has been
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assigned to Secured Party and that all payments thereon are to be made directly
and exclusively to Secured Party; (e) to collect by legal proceedings or
otherwise all interest, principal or other sums now or hereafter payable upon
or on account of the Collateral; (f) to enter into any extension,
reorganization, deposit, merger or consolidation agreement, or any other
agreement relating to or affecting the Collateral, and in connection therewith,
Secured Party may deposit or surrender control of the Collateral and/or accept
other property in exchange for the Collateral; (g) to settle, compromise or
release, on terms acceptable to Secured Party, in whole or in part, any amounts
owing on the Collateral; (h) to extend the time of payment, make allowances and
adjustments and issue credits in connection with the Collateral in the name of
Secured Party or in the name of Grantors; (i) to enforce payment and prosecute
any action or proceeding with respect to any or all of the Collateral and take
or bring, in the name of Secured Party or in the name of Grantors, steps,
actions, suits or proceedings deemed by Secured Party necessary or desirable to
effect collection of or to realize upon the Collateral, including any judicial
or nonjudicial foreclosure thereof or thereon, and Grantors specifically
consents to any nonjudicial foreclosure of any or all of the Collateral or any
other action taken by Secured Party which may release any obligor from personal
liability on any of the Collateral, and each Grantor waives any right not
expressly provided for in this Agreement to receive notice of any public or
private judicial or nonjudicial sale or foreclosure of any security or any of
the Collateral; and any money or other property received by Secured Party in
exchange for or on account of the Collateral, whether representing collections
or proceeds of Collateral, and whether resulting from voluntary payments or
foreclosure proceedings or other legal action taken by Secured Party or
Grantors shall be applied by Secured Party without notice to Grantors to the
Obligation(s) in the order and manner as is provided for in the Loan Agreement
or, if no such provision is applicable, in such order and manner as Secured
Party in its sole discretion shall determine; (j) to insure, process and
preserve the Collateral; (k) to exercise all rights under any of the Loan
Documents; (l) to remove from any premises where the same may be located, the
Collateral and any and all documents, instruments, files and records, and any
receptacles and cabinets containing the same, relating to the Collateral, and
Secured Party may, at the cost and expense of Grantors, use such of its
supplies and space at its places of business as may be necessary to properly
administer and control the portion of the Collateral owned by it or the
handling of collections and realizations thereon; (m) to receive, open and
dispose of all mail addressed to Grantors and notify postal authorities to
change the address for delivery thereof to such address as Secured Party may
designate; provided that Secured Party agrees that it will promptly deliver
over to Grantors such opened mail as does not
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relate to the Collateral; and (n) to exercise all other rights, powers and
remedies of an owner of the Collateral; all at Secured Party's sole option and
as Secured Party in its sole discretion may deem advisable. Grantors will, at
Secured Party's request, assemble all Collateral and make it available to
Secured Party at places which Secured Party may designate, whether at the
premises of Grantors or elsewhere, and will make available to Secured Party all
premises and facilities of Grantors for the purpose of Secured Party's taking
possession of the Collateral or removing or putting the Collateral in salable
form.
9.2 Possession by Secured Party. Upon the occurrence
of an Event of Default, Secured Party also shall have the right, without notice
or demand, either in person, by agent or by a receiver to be appointed by a
court (and Grantors hereby expressly consent to the appointment of such a
receiver), and without regard to the adequacy of any security for the
Obligations, to take possession of the Collateral or any part thereof and to
collect and receive the rents, issues, profits, income and proceeds thereof.
Taking possession of the Collateral shall not cure or waive any Event of
Default or notice thereof or invalidate any act done pursuant to such notice.
The rights, remedies and powers of any receiver appointed by a court shall be
as ordered by said court.
9.3 Sale of Collateral. Any public or private
sale or other disposition of the Collateral may be held at any office of
Secured Party, or at Grantors' places of business, or at any other place
permitted by applicable law, and without the necessity of the Collateral's
being within the view of prospective purchasers. Secured Party may direct the
order and manner of sale of the Collateral, or portions thereof, as it in its
sole and absolute discretion may determine. Secured Party or any Person on
Secured Party's behalf may bid and purchase at any such sale or other
disposition.
9.4 Notice of Sale. Unless the Collateral is
perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market, Secured Party will send or otherwise
make available to Grantors reasonable notice of the time and place of any
public sale thereof or of the time on or after which any private sale or other
disposition thereof is to be made. The requirement of sending reasonable
notice conclusively shall be met if such notice is mailed, first class mail,
postage prepaid, to Grantors at the address set forth in the Loan Agreement at
least five (5) days before the time of the sale or disposition. Grantor
expressly waive any right to receive notice of any public or private sale of
any Collateral or other security for the Obligation(s) except as expressly
provided for in the preceding sentence.
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9.5 Title of Purchasers. Upon consummation of any
sale of Collateral hereunder, Secured Party shall have the right to assign,
transfer and deliver to the purchaser or purchasers thereof the Collateral so
sold. Each such purchaser at any such sale shall hold the Collateral so sold
absolutely free from any claim or right upon the part of Grantors or any other
person claiming through Grantors, and Grantors hereby waive (to the extent
permitted by law) all rights of redemption, stay and appraisal which they now
have or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted. If the sale of all or any part of the
Collateral is made on credit or for future delivery, Secured Party shall not be
required to apply any portion of the sale price to the Obligations until such
amount is actually received by Secured Party, and any Collateral so sold may be
retained by Secured Party until the sale price is paid in full by the purchaser
or purchasers thereof. Secured Party shall not incur any liability in case any
such purchaser or purchasers shall fail to pay for the Collateral so sold, and,
in case of any such failure, the Collateral may be sold again.
10. Secured Party Appointed Attorney-in-Fact. Each Grantor
hereby irrevocably nominates and appoints Secured Party as its attorney-in-fact
for the following purposes: (a) to do all acts and things which Secured Party
may deem necessary or advisable to perfect and continue perfected the security
interests created by this Agreement and, upon the occurrence of an Event of
Default, to preserve, process, develop, maintain and protect the Collateral;
(b) to prepare, sign, file and/or record, for such Grantor in the name of such
Grantor, any financing statement, application for registration, and like papers
and to take any other action deemed by Secured Party necessary or desirable in
order to perfect the security interests granted hereby; (c) to execute any and
all papers and instruments and do all other things necessary or desirable to
preserve and protect the Collateral and to protect Secured Party's security
interests therein; and (d) upon the occurrence of an Event of Default, to do
any and every act which such Grantor is obligated to do under this Agreement,
at the expense of such Grantor; provided, however, that Secured Party shall be
under no obligation whatsoever to take any of the foregoing actions, and absent
bad faith or actual malice, Secured Party shall have no liability or
responsibility for any act or omission taken with respect thereto.
11. Costs and Expenses. Grantors agree to pay to
Secured Party all costs and expenses (including without limitation reasonable
attorneys' fees and disbursements, including the allocated costs of in-house
counsel) incurred by Secured Party in the enforcement of this Agreement with
regard to the Collateral owned by it, whether or not an action is filed in
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connection therewith, and in connection with any waiver or amendment of any
term or provision hereof. All advances, charges, costs and expenses, including
reasonable attorneys' fees, incurred or paid by Secured Party in exercising any
right, power or remedy conferred by this Agreement (including without
limitation the right to perform any Obligation of Grantor under the Loan
Documents), or in the enforcement thereof, shall be secured hereby and shall
become a part of the Obligations and shall be paid to Secured Party by
Grantors, immediately upon demand, together with interest thereon at the
rate(s) provided for under the Loan Agreement.
12. Statute of Limitations and Other Laws. Until the
Obligations shall have been paid and performed in full, the power of sale and
all other rights, powers and remedies granted to Secured Party hereunder shall
continue to exist and may be exercised by Secured Party at any time and from
time to time irrespective of the fact that any of the Obligations may have
become barred by any statute of limitations. Grantors expressly waive the
benefit of any and all statutes of limitation, laws providing for exemption of
property from execution or for valuation and appraisal upon foreclosure to the
maximum extent permitted by applicable law.
13. Other Agreements. Nothing herein shall in any way modify
or limit the effect of terms or conditions set forth in any other security or
other agreement executed by Grantors or in connection with the Obligations, but
each and every term and condition hereof shall be in addition thereto.
14. Liens on Real Property. In the event that all or any part
of the Obligations at any time are secured by any one or more deeds of trust or
mortgages or other instruments creating or granting liens on any interest in
real property, Grantors authorize Secured Party, upon the occurrence of any
Event of Default, at the sole option of Secured Party, without notice or demand
and without affecting any Obligations of Grantors, the enforceability of this
Agreement, or the validity or enforceability of any liens of Secured Party on
any Collateral, to foreclose any or all of such deeds of trust or mortgages or
other instruments by judicial or nonjudicial sale. Grantors expressly waive
any defenses to the enforcement of this Agreement or any liens created or
granted hereby or to the recovery by Secured Party against any guarantor or any
other Person liable therefor of any deficiency after a judicial or nonjudicial
foreclosure or sale. Grantors expressly waive any defenses or benefits that
may be derived from California Code of Civil Procedure Section Section 580a,
580b, 580d or 726, or comparable provisions of the laws of any other
jurisdiction, and all other suretyship defenses it otherwise might or would
have under California law or other applicable law.
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15. Understandings With Respect to Waivers and Consents.
Grantors warrant and agree that each of the waivers and consents set forth
herein are made with full knowledge of their significance and consequences,
with the understanding that events giving rise to any defense or right waived
may diminish, destroy or otherwise adversely affect rights which Grantors
otherwise may have against Secured Party or others, or against any Collateral.
If any of the waivers or consents herein are determined to be unenforceable
under applicable law, such waivers and consents shall be effective to the
maximum extent permitted by law.
16. Governing Law. This Agreement shall be governed and
construed in accordance with the Laws of the State of California.
IN WITNESS WHEREOF, Grantors have executed this Agreement
by its duly authorized officers as of the date first written above.
"Grantors":
XXXXX AUTOMOTIVE, INC., GRANT PRODUCTS, INC.,
a Delaware corporation a Delaware corporation
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
President President
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxxxx X. Xxxxxx
--------------------- ---------------------
Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
Assistant Secretary Assistant Secretary
G.T. STYLING, INC.,
a California corporation
By /s/ Xxxxxxx X. Xxxx
-------------------
Xxxxxxx X. Xxxx
President
By /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
Assistant Secretary
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