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the Collateral, the Obligarions, or the relationship between Debtor and Secured Party; and (3) to protect, collect, lease, sell, take possession of, or liquidate any of the Collateral, to enforce or to attempt to enforce any of Secured Party's rights under this Agreement and to give any advice with respect to such enforcement; however, this definition dces not include any attorney fees incuned by Secured Party in any court proceeding (other than a proceeding under or related to 11 USC § 101 et seq.) if (a) such fees were incurred in an action by either Secured Party or Debtor against the other and (b) Debtor is the prevailing party in the action. 10 . 6 Any notice or notification required, pernutted, or contemplated under this Agreement must be in writing, must be addressed to the party to be notified at the address set forth above or at such other address as each party may designate for itself from time to time by notice hereunder, and will be deemed to have been validly served, given, or delivered (1) five business days after deposit in the United States mails, with first-class postage prepaid, (2) the next business day after such notice was delivered to a regularly scheduled overnight delivery carrier or (3) on receipt of notice given by telecopy, mailgram, telegram, telex, or personal delivery to the party. 10. 7 Whenever possible, each provision of this Agreement will be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Agreement is prohibited by or invalid under applicable law, that provision will be ineffective to the extent of the prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Agreement. 10. 8 This Agreement cannot be changed orally or by the conduct of the parties. Any amendment, modification, or change may be made only by a writing signed by the party against whom enforcement is sought. 10 . 9 All Secured Party's rights and remedies, whether evidenced in this Agreement or by any other wridng, shall be cumularive and may be exercised singulazly or concurrently. Election by Secured Party to pursue any remedy shall not exclude pursuit of any other remedy, and an elecdon to make expenditures or take action to perform an obligation of Debtor under this security agreement after failure of Debtor to perform shall not affect Secured Party's right to declare a default and exercise its remedies under Section 7. 10.10 In the event this Agreement is placed in the hands of an attorney for enforcement, the party in default agrees to pay the reasonable costs and expenses of enforcing this Agreement, including reasonable attorneys' fees. In the event a suit or act~on is filed to enforce this Agreement or to construe or interpret this Agreement, the prevailing party shall be entitled to recover the reasonable costs and expenses of the suit or action, at trial or upon appeal, including reasonable Attorneys' Fees. In the event suit or action is instituted in a Bankruptcy Court to enforce or interpret any of the terms of this Agreement, to seek relief from an automatic stay, to obtain adequate protection, to determine dischargeability of any debts, or to otherwise assert the interest of the creditor in a bankruptcy proceeding, the debtor shall pay the reasonable costs and expenses incurred by the creditor including reasonable Attorneys' Fees. 10.11 Secured Party shall not be deemed to have waived any rights under this Agreement or any other writing signed by Debtor unless such waiver be in writing and signed by Secured Party. No delay or omission on the part of Secured Party shall operate as a waiver of such right or any other right. A waiver by any paRy of a breach of a provision of this Agreement shall not constitute a waiver or prejudice the party's right otherwise to demand strict compliance with that provision or any other provision. Security Agreement Page - 7