gender
shall be held and construed to include the other gender, and words in the
singular number shall be held and construed to include the plural and words in
the plural number shall be held and construed to include the singular, unless in
each instance the context requires otherwise.
7.12
Descriptive Headings. The headings in this Security Agreement are for
convenience only and shall in no way enlarge, limit or define the scope or
meaning of the various and several provisions hereof.
7.13
GOVERNING LAW AND VENUE. THIS AGREEMENT IS BEING EXECUTED AND DELIVERED,
AND IS INTENDED TO BE PERFORMED, IN DALLAS COUNTY, TEXAS AND THE LAWS (EXCLUDING
CHOICE OF LAW PROVISIONS) OF SUCH STATE SHALL GOVERN THE VALIDITY, CONSTRUCTION
ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT, EXCEPT TO THE EXTENT FEDERAL
LAWS OTHERWISE GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION
OF ALL OR ANY PART OF THIS AGREEMENT. ALL LEGAL ACTIONS RELATED TO THIS
AGREEMENT SHALL BE BROUGHT IN THE APPROPRIATE COURT OF LAW LOCATED IN DALLAS
COUNTY, TEXAS, TO THE EXCLUSION OF ALL OTHER VENUES; PROVIDED, HOWEVER, THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT BANK'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS
TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
7.14
INDEMNITY. BORROWER HEREBY AGREES TO INDEMNIFY BANK AND ITS RESPECTIVE
SUCCESSORS, ASSIGNS, AGENTS, ATTORNEYS, AND EMPLOYEES, FROM AND AGAINST ANY AND
ALL LIABILITIES, DAMAGES, PENALTIES, SUITS, COSTS, AND EXPENSES OF ANY KIND AND
NATURE (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION
THEREFOR WHETHER OR NOT BANK IS A PARTY THERETO) IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST BANK OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AGENTS,
ATTORNEYS, AND EMPLOYEES, IN ANY WAY RELATING TO OR ARISING OUT OF THIS SECURITY
AGREEMENT, OR THE MANUFACTURE, PURCHASE, ACCEPTANCE, REJECTION, OWNERSHIP,
DELIVERY, LEASE, POSSESSION, USE, OPERATION, CONDITION, SALE, RETURN OR OTHER
DISPOSITION OF ANY COLLATERAL (INCLUDING, WITHOUT LIMITATION, LATENT AND OTHER
DEFECTS, WHETHER OR NOT DISCOVERABLE BY BANK OR BORROWER, AND ANY CLAIM FOR
PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT); PROVIDED, HOWEVER, THE INDEMNITIES
PROVIDED IN THIS SECTION 7.14 DO NOT EXTEND TO LOSSES, LIABILITIES, CLAIMS, OR
DAMAGES CAUSED BY BANK'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
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IN WITNESS WHEREOF, the parties, intending to be legally bound hereby, have duly
executed this Security Agreement as of the day and year first written above.
BANK:
BANK OF TEXAS, N.A.,
a national banking association
By:
/s/Authorized Signatory
Name:
Title:
BORROWER:
LIGHTING SCIENCE GROUP CORPORATION,
a Delaware corporation
By:
/s/Stephen Hamilton
Name:
Stephen Hamilton
Title:
Chief Financial Officer
SCHEDULE ONE
Certain Other Collateral
Deposit Accounts Not Maintained With Bank:
Name of Depository Institution
Style and Type of Account
Number of Account
SCHEDULE TWO
Locations
Principal Place of Business and Mailing Address:
Attention: