Asterisks denote such omission.
18
AGREEMENT, THE INVESTOR SHALL, UPON THE REQUEST AND AT THE SOLE COST AND EXPENSE
OF THE BORROWER, ASSIGN, TRANSFER AND DELIVER TO BORROWER, AGAINST RECEIPT AND
WITHOUT RECOURSE TO OR WARRANTY BY THE INVESTOR EXCEPT AS TO THE FACT THAT THE
INVESTOR HAS NOT ENCUMBERED THE RELEASED ASSETS, SUCH OF THE COLLATERAL OR ANY
PART THEREOF TO BE RELEASED (IN THE CASE OF A RELEASE) AS MAY BE IN POSSESSION
OF THE INVESTOR AND AS SHALL NOT HAVE BEEN SOLD OR OTHERWISE APPLIED PURSUANT TO
THE TERMS HEREOF, AND, WITH RESPECT TO ANY OTHER COLLATERAL, PROPER DOCUMENTS
AND INSTRUMENTS (INCLUDING UCC 3 TERMINATION FINANCING STATEMENTS OR RELEASES)
ACKNOWLEDGING THE TERMINATION HEREOF AND THE SECURITY INTEREST GRANTED HEREBY OR
THE RELEASE OF SUCH COLLATERAL, AS THE CASE MAY BE.
Section 21.
Miscellaneous.
(A)
NOTICES.
ALL NOTICES, CONSENTS, WAIVERS
AND COMMUNICATIONS HEREUNDER GIVEN BY ANY PARTY TO ANY OTHER PARTY SHALL BE
GIVEN PURSUANT TO SECTION 13.04 OF THE LOAN AGREEMENT.
(B)
EFFECTIVENESS; ENTIRE AGREEMENT.
THE TERMS
AND PROVISIONS OF THIS AMENDED AND RESTATED SECURITY AGREEMENT SHALL ONLY BECOME
EFFECTIVE AND SUPERSEDE THE TERMS AND PROVISIONS OF THE ORIGINAL SECURITY
AGREEMENT UPON THE OCCURRENCE OF THE FUNDING OF THE TRANCHE B LOAN.
THIS
AGREEMENT, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS AND SCHEDULES AND
EXHIBITS HERETO AND THERETO (WHICH ARE INCORPORATED HEREIN BY REFERENCE),
CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS AND
NEGOTIATIONS, BOTH WRITTEN AND ORAL, AMONG THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER OF THIS AGREEMENT.
NO REPRESENTATION, INDUCEMENT, PROMISE,
UNDERSTANDING, CONDITION OR WARRANTY NOT SET FORTH HEREIN (OR IN SCHEDULES OR
EXHIBITS HERETO) HAS BEEN MADE OR RELIED UPON BY ANY PARTY HERETO.
NONE OF THIS
AGREEMENT, NOR ANY PROVISION HEREOF, IS INTENDED TO CONFER UPON ANY PERSON OTHER
THAN THE PARTIES HERETO ANY RIGHTS OR REMEDIES HEREUNDER.
(C)
AMENDMENTS; NO WAIVERS.
(I)
THIS AGREEMENT OR ANY TERM OR PROVISION
HEREOF MAY NOT BE AMENDED, CHANGED OR MODIFIED EXCEPT WITH THE WRITTEN CONSENT
OF THE PARTIES HERETO AND SUBJECT TO ANY CONSENT REQUIRED UNDER THE LOAN
AGREEMENT; PROVIDED, THAT INVESTOR MAY AMEND THIS AGREEMENT WITHOUT THE CONSENT
OF THE BORROWER IN ORDER TO ADD MECHANICS RELATED TO SYNDICATION OF THE LOAN TO
ONE OR MORE ADDITIONAL LENDERS SO LONG AS SUCH AMENDMENTS DO NOT IN ANY WAY
ALTER BORROWER'S RIGHTS OR OBLIGATIONS HEREUNDER. INVESTOR MAY TAKE ANY ACTION
THAT IS PERMITTED UNDER THE LOAN AGREEMENT OR HEREUNDER.
NO WAIVER OF ANY RIGHT
HEREUNDER SHALL BE EFFECTIVE UNLESS SUCH WAIVER IS SIGNED IN WRITING BY THE
PARTY AGAINST WHOM SUCH WAIVER IS SOUGHT TO BE ENFORCED.
TO THE EXTENT BORROWER
TRANSFERS ANY OF THE COLLATERAL TO ANY OF ITS SUBSIDIARIES, THEN SUCH
SUBSIDIARIES SHALL EXECUTE A JOINDER TO THIS AGREEMENT OR A NEW AGREEMENT
SUBSTANTIALLY SIMILAR TO THIS AGREEMENT AND ANY OTHER APPLICABLE LOAN DOCUMENTS,
IN EACH CASE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE INVESTOR, TO
CONFIRM THE CONTINUED