OTHER RIGHT.
(D)
AMENDMENTS AND WAIVERS. THIS SECURITY AGREEMENT MAY NOT BE AMENDED
OR MODIFIED, NOR MAY ANY OF ITS TERMS BE WAIVED, EXCEPT BY WRITTEN INSTRUMENTS
SIGNED BY COMPANY AND COLLATERAL AGENT, UNLESS IF THERE IS NO COLLATERAL AGENT,
BY THE MAJORITY HOLDERS (AS DEFINED IN THE NOTE PURCHASE AGREEMENT). EACH WAIVER
OR CONSENT UNDER ANY PROVISION HEREOF SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCES FOR THE PURPOSE FOR WHICH GIVEN.
(E)
ASSIGNMENTS. THIS SECURITY AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF COLLATERAL AGENT AND COMPANY AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT COMPANY MAY NOT SELL, ASSIGN OR
DELEGATE RIGHTS AND OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF
COLLATERAL AGENT.
(F)
CUMULATIVE RIGHTS, ETC. THE RIGHTS, POWERS AND REMEDIES OF
COLLATERAL AGENT UNDER THIS SECURITY AGREEMENT SHALL BE IN ADDITION TO ALL
RIGHTS, POWERS AND REMEDIES GIVEN TO COLLATERAL AGENT BY VIRTUE OF ANY
APPLICABLE LAW, RULE OR REGULATION OF ANY GOVERNMENTAL AUTHORITY, ANY FINANCING
DOCUMENT OR ANY OTHER AGREEMENT, ALL OF WHICH RIGHTS, POWERS, AND REMEDIES SHALL
BE CUMULATIVE AND MAY BE EXERCISED SUCCESSIVELY OR CONCURRENTLY WITHOUT
IMPAIRING COLLATERAL AGENT'S RIGHTS HEREUNDER. COMPANY WAIVES ANY RIGHT TO
REQUIRE COLLATERAL AGENT TO PROCEED AGAINST ANY PERSON OR ENTITY OR TO EXHAUST
ANY COLLATERAL OR TO PURSUE ANY REMEDY IN COLLATERAL AGENT 'S POWER.
(G)
PAYMENTS FREE OF TAXES, ETC. ALL PAYMENTS MADE BY COMPANY UNDER THE
FINANCING DOCUMENTS SHALL BE MADE BY COMPANY FREE AND CLEAR OF AND WITHOUT
DEDUCTION FOR ANY AND ALL PRESENT AND FUTURE TAXES, LEVIES, CHARGES, DEDUCTIONS
AND WITHHOLDINGS. IN ADDITION, COMPANY SHALL PAY UPON DEMAND ANY STAMP OR OTHER
TAXES, LEVIES OR CHARGES OF ANY JURISDICTION WITH RESPECT TO THE EXECUTION,
DELIVERY, REGISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS SECURITY AGREEMENT.
UPON REQUEST BY COLLATERAL AGENT, COMPANY SHALL FURNISH EVIDENCE SATISFACTORY TO
COLLATERAL AGENT THAT ALL REQUISITE AUTHORIZATIONS AND APPROVALS BY, AND NOTICES
TO AND FILINGS WITH, GOVERNMENTAL AUTHORITIES AND REGULATORY BODIES HAVE BEEN
OBTAINED AND MADE AND THAT ALL REQUISITE TAXES, LEVIES AND CHARGES HAVE BEEN
PAID.
(H)
PARTIAL INVALIDITY. IF AT ANY TIME ANY PROVISION OF THIS SECURITY
AGREEMENT IS OR BECOMES ILLEGAL, INVALID OR UNENFORCEABLE IN ANY RESPECT UNDER
THE LAW OR ANY JURISDICTION, NEITHER THE LEGALITY, VALIDITY OR ENFORCEABILITY OF
THE REMAINING PROVISIONS OF THIS SECURITY AGREEMENT NOR THE LEGALITY, VALIDITY
OR ENFORCEABILITY OF SUCH PROVISION UNDER THE LAW OF ANY OTHER JURISDICTION
SHALL IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
(I)
EXPENSES. COMPANY SHALL PAY ALL REASONABLE FEES AND EXPENSES,
INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, ACTUALLY INCURRED BY
COLLATERAL AGENT IN CONNECTION WITH CUSTODY, PRESERVATION OR SALE OF, OR OTHER
REALIZATION ON, ANY OF THE COLLATERAL OR THE ENFORCEMENT OR ATTEMPT TO ENFORCE
ANY OF THE OBLIGATIONS WHICH IS NOT PERFORMED AS AND WHEN REQUIRED BY THIS
SECURITY AGREEMENT.
7
(J)
CONSTRUCTION. EACH OF THIS SECURITY AGREEMENT AND THE OTHER
FINANCING DOCUMENTS IS THE RESULT OF NEGOTIATIONS AMONG, AND HAS BEEN REVIEWED
BY, COMPANY, PURCHASERS, COLLATERAL AGENT AND