22.
COSTS AND EXPENSES; INDEMNITY.
THE GRANTORS WILL PAY OR
REIMBURSE THE SECURED PARTY ON DEMAND FOR ALL OUT-OF-POCKET EXPENSES (INCLUDING
IN EACH CASE ALL FILING AND RECORDING FEES AND TAXES AND ALL REASONABLE FEES AND
EXPENSES OF COUNSEL AND OF ANY EXPERTS AND AGENTS) INCURRED BY THE SECURED PARTY
OR ANY LENDER IN CONNECTION WITH THE CREATION, PERFECTION, PROTECTION,
SATISFACTION, FORECLOSURE OR ENFORCEMENT OF THE SECURITY INTEREST AND THE
PREPARATION, ADMINISTRATION, CONTINUANCE, AMENDMENT OR ENFORCEMENT OF THIS
AGREEMENT, AND ALL SUCH COSTS AND EXPENSES SHALL BE PART OF THE OBLIGATIONS
SECURED BY THE SECURITY INTEREST.
THE GRANTORS SHALL INDEMNIFY AND HOLD THE
SECURED PARTY AND EACH LENDER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES) GROWING OUT OF OR
RESULTING FROM THIS AGREEMENT AND THE SECURITY INTEREST HEREBY CREATED
(INCLUDING ENFORCEMENT OF THIS AGREEMENT) OR THE SECURED PARTY'S OR ANY LENDER'S
ACTIONS PURSUANT HERETO, EXCEPT CLAIMS, LOSSES OR LIABILITIES RESULTING FROM THE
SECURED PARTY'S OR SUCH LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
DETERMINED BY A FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION.
ANY
LIABILITY OF THE GRANTORS TO INDEMNIFY AND HOLD THE SECURED PARTY AND EACH
LENDER HARMLESS PURSUANT TO THE PRECEDING SENTENCE SHALL BE PART OF THE
OBLIGATIONS SECURED BY THE SECURITY INTEREST.
THE OBLIGATIONS OF THE GRANTORS
UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
SECTION 23.
WAIVERS; REMEDIES; MARSHALLING.
THIS AGREEMENT CAN BE
WAIVED, MODIFIED, AMENDED, TERMINATED OR DISCHARGED, AND THE SECURITY INTEREST
CAN BE RELEASED, ONLY EXPLICITLY IN A WRITING SIGNED BY THE SECURED PARTY.
A
WAIVER SO SIGNED SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE
SPECIFIC PURPOSE GIVEN.
MERE DELAY OR FAILURE TO ACT SHALL NOT PRECLUDE THE
EXERCISE OR ENFORCEMENT OF ANY RIGHTS AND REMEDIES AVAILABLE TO THE SECURED
PARTY.
ALL RIGHTS AND REMEDIES OF THE SECURED PARTY SHALL BE CUMULATIVE AND MAY
BE EXERCISED SINGLY IN ANY ORDER OR SEQUENCE, OR CONCURRENTLY, AT THE SECURED
PARTY'S OPTION, AND THE EXERCISE OR ENFORCEMENT OF ANY SUCH RIGHT OR REMEDY
SHALL NEITHER BE A CONDITION TO NOR BAR THE EXERCISE OR ENFORCEMENT OF ANY
OTHER.
THE GRANTORS HEREBY WAIVE ALL REQUIREMENTS OF LAW, IF ANY, RELATING TO
THE MARSHALLING OF ASSETS WHICH WOULD BE APPLICABLE IN CONNECTION WITH THE
ENFORCEMENT BY THE SECURED PARTY OF ITS REMEDIES HEREUNDER, ABSENT THIS WAIVER.
10
SECTION 24.
NOTICES.
ANY NOTICE OR OTHER COMMUNICATION TO ANY PARTY
IN CONNECTION WITH THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE SENT BY
MANUAL DELIVERY, FACSIMILE TRANSMISSION, OVERNIGHT COURIER OR UNITED STATES MAIL
(POSTAGE PREPAID) ADDRESSED TO SUCH PARTY AT THE ADDRESS SPECIFIED ON THE
SIGNATURE PAGE HEREOF, OR AT SUCH OTHER ADDRESS AS SUCH PARTY SHALL HAVE
SPECIFIED TO THE OTHER PARTY HERETO IN WRITING.
ALL PERIODS OF NOTICE SHALL BE
MEASURED FROM THE DATE OF DELIVERY THEREOF IF MANUALLY DELIVERED, FROM THE DATE
OF SENDING THEREOF IF SENT BY FACSIMILE TRANSMISSION, FROM THE FIRST BUSINESS
DAY AFTER THE DATE OF SENDING IF