BE DEEMED TO BE A WAIVER OR
MODIFICATION OF ANY OF AGENT'S RIGHTS UNDER THIS SECTION.
SECTION 6.3.
INDEMNITY AND EXPENSES.
(A)
GRANTOR AGREES TO INDEMNIFY AGENT FROM AND AGAINST ANY AND ALL
CLAIMS, LOSSES AND LIABILITIES ARISING OUT OF OR RESULTING FROM THIS SECURITY
AGREEMENT (INCLUDING, WITHOUT LIMITATION, ENFORCEMENT OF THIS SECURITY
AGREEMENT), EXCEPT CLAIMS, LOSSES OR LIABILITIES RESULTING FROM AGENT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED
PERSON WITH RESPECT TO
12
MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE
OF SUCH INDEMNIFIED PERSON.
(B)
GRANTOR WILL UPON DEMAND PAY TO AGENT THE AMOUNT OF ANY AND ALL
REASONABLE EXPENSES, INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF ITS
COUNSEL AND OF ANY EXPERTS AND AGENTS, WHICH AGENT MAY INCUR IN CONNECTION WITH:
(I)
THE ADMINISTRATION OF THIS SECURITY AGREEMENT;
(II)
THE CUSTODY, PRESERVATION, USE OR OPERATION OF, OR THE SALE OF,
COLLECTION FROM, OR OTHER REALIZATION UPON, ANY OF THE COLLATERAL;
(III)
THE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF AGENT OR THE
BANKS HEREUNDER; OR
(IV)
THE FAILURE BY GRANTOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS
HEREOF.
SECTION 6.4.
RIGHTS CUMULATIVE.
THE RIGHTS, TITLES, INTERESTS, LIENS AND
SECURITIES OF AGENT HEREUNDER SHALL BE CUMULATIVE OF ALL OF THE SECURITIES,
RIGHTS, TITLES, INTERESTS OR LIENS WHICH AGENT MAY NOW OR AT ANY TIME HEREAFTER
HOLD SECURING THE PAYMENT OF THE SECURED INDEBTEDNESS, OR ANY PART THEREOF.
FURTHER, EXCEPT AS SPECIFICALLY NOTED AS A WAIVER HEREIN, NO PROVISION OF THIS
SECURITY AGREEMENT IS INTENDED BY THE PARTIES TO THIS SECURITY AGREEMENT TO
WAIVE ANY RIGHTS, BENEFITS OR PROTECTION AFFORDED TO AGENT UNDER THE U.C.C.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 7.1.
LOAN DOCUMENT.
THIS SECURITY AGREEMENT IS A LOAN DOCUMENT
EXECUTED PURSUANT TO THE CREDIT AGREEMENT AND SHALL (UNLESS OTHERWISE EXPRESSLY
INDICATED HEREIN) BE CONSTRUED, ADMINISTERED AND APPLIED IN ACCORDANCE WITH THE
TERMS AND PROVISIONS THEREOF.
SECTION 7.2.
AMENDMENTS, ETC.
NO AMENDMENT TO OR WAIVER OF ANY PROVISION OF
THIS SECURITY AGREEMENT NOR CONSENT TO ANY DEPARTURE BY GRANTOR HEREFROM, SHALL
IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE AUTHENTICATED BY THE PARTY
AGAINST WHOM IT IS SOUGHT TO BE ENFORCED (EXCEPT TO THE EXTENT OF AMENDMENTS
SPECIFICALLY PERMITTED BY THE U.C.C. WITHOUT AUTHENTICATION BY AGENT OR GRANTOR)
AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE
AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.
SECTION 7.3.
ADDRESSES FOR NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS
PROVIDED FOR HEREUNDER SHALL BE IN WRITING OR BY FACSIMILE AND, IF TO GRANTOR,
MAILED, DELIVERED OR TRANSMITTED TO IT AT THE ADDRESS OR FACSIMILE NUMBER SET
FORTH BELOW ITS SIGNATURE HERETO, IF TO AGENT, MAILED, DELIVERED OR TRANSMITTED
TO IT AT THE ADDRESS OR FACSIMILE NUMBER OF AGENT SPECIFIED IN THE CREDIT
AGREEMENT, OR AS TO EITHER PARTY AT SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS
SHALL BE DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE