INVOKE ANY LAW RELATING TO THE MARSHALLING OF COLLATERAL WHICH MIGHT
CAUSE DELAY IN OR IMPEDE THE ENFORCEMENT OF THE SECURED PARTY'S RIGHTS UNDER
THIS AGREEMENT OR UNDER ANY OTHER INSTRUMENT CREATING OR EVIDENCING ANY OF THE
OBLIGATIONS OR UNDER WHICH ANY OF THE OBLIGATIONS IS OUTSTANDING OR BY WHICH ANY
OF THE OBLIGATIONS IS SECURED OR PAYMENT THEREOF IS OTHERWISE ASSURED, AND, TO
THE EXTENT THAT IT LAWFULLY MAY, SUCH GRANTOR HEREBY IRREVOCABLY WAIVES THE
BENEFITS OF ALL SUCH LAWS.
SECTION 8.
INDEMNITY AND EXPENSES. AS OF THE EFFECTIVE DATE:
(A)
EACH GRANTOR AGREES, JOINTLY AND SEVERALLY, TO DEFEND, PROTECT,
INDEMNIFY AND HOLD THE SECURED PARTY HARMLESS FROM AND AGAINST ANY AND ALL
CLAIMS, DAMAGES, LOSSES, LIABILITIES, OBLIGATIONS, PENALTIES, FEES, COSTS AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES, COSTS, EXPENSES,
AND DISBURSEMENTS OF SUCH PERSON'S COUNSEL) TO THE EXTENT THAT THEY ARISE OUT OF
OR OTHERWISE RESULT FROM THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION,
ENFORCEMENT OF THIS AGREEMENT), EXCEPT CLAIMS, LOSSES OR LIABILITIES RESULTING
SOLELY AND DIRECTLY FROM SUCH PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
AS DETERMINED BY A FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION.
(B)
EACH GRANTOR AGREES, JOINTLY AND SEVERALLY, TO UPON DEMAND PAY TO
THE SECURED PARTY THE AMOUNT OF ANY AND ALL COSTS AND EXPENSES, INCLUDING THE
REASONABLE FEES, COSTS, EXPENSES AND DISBURSEMENTS OF COUNSEL FOR THE SECURED
PARTY AND OF ANY EXPERTS AND AGENTS (INCLUDING, WITHOUT LIMITATION, ANY
COLLATERAL TRUSTEE WHICH MAY ACT AS AGENT OF THE SECURED
PARTY), WHICH THE SECURED PARTY MAY INCUR IN CONNECTION WITH (I) THE
PREPARATION, NEGOTIATION, EXECUTION, DELIVERY, RECORDATION, ADMINISTRATION,
AMENDMENT, WAIVER OR OTHER MODIFICATION OR TERMINATION OF THIS AGREEMENT,
(II) THE CUSTODY, PRESERVATION, USE OR OPERATION OF, OR THE SALE OF, COLLECTION
FROM, OR OTHER REALIZATION UPON, ANY COLLATERAL, (III) THE EXERCISE OR
ENFORCEMENT OF ANY OF THE RIGHTS OF THE SECURED PARTY HEREUNDER, OR (IV) THE
FAILURE BY ANY GRANTOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF.
SECTION 9.
NOTICES, ETC.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREUNDER SHALL BE IN WRITING AND SHALL BE MAILED (BY CERTIFIED MAIL, POSTAGE
PREPAID AND RETURN RECEIPT REQUESTED), TELECOPIED OR DELIVERED, IF TO A GRANTOR
AT ITS ADDRESS SPECIFIED BELOW AND IF TO THE SECURED PARTY TO IT, AT ITS ADDRESS
SPECIFIED BELOW; OR AS TO ANY SUCH PERSON, AT SUCH OTHER ADDRESS AS SHALL BE
DESIGNATED BY SUCH PERSON IN A WRITTEN NOTICE TO SUCH OTHER PERSON COMPLYING AS
TO DELIVERY WITH THE TERMS OF THIS SECTION 9.
ALL SUCH NOTICES AND OTHER
COMMUNICATIONS SHALL BE EFFECTIVE (A) IF SENT BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, WHEN RECEIVED OR THREE DAYS AFTER DEPOSITED IN THE MAILS, WHICHEVER
OCCURS FIRST, (B) IF TELECOPIED, WHEN TRANSMITTED (DURING NORMAL BUSINESS HOURS)
AND CONFIRMATION IS RECEIVED, OTHERWISE, THE DAY AFTER THE NOTICE WAS
TRANSMITTED IF CONFIRMATION IS RECEIVED, OR (C) IF DELIVERED, UPON DELIVERY.
SECTION 10.
MISCELLANEOUS.
(A)
NO AMENDMENT OF ANY PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE
UNLESS IT IS IN WRITING AND SIGNED