Representative Parties or (y) result from a claim brought by any Grantor against
an Indemnitee for breach of such Indemnitee's obligations under this Agreement,
if such Grantor has obtained a final judgment in its favor on such claim as
determined by a court of competent jurisdiction.
For purposes of this
Section 21(a), "Representative Parties" means, as to any Person, (i) such
Person's officers, directors and employees and (ii) such Person's Affiliates,
agents, advisers and other representatives, in each case to the extent acting at
the direction of such Person.
(B)
EACH GRANTOR WILL WITHIN 30 DAYS OF WRITTEN DEMAND PAY TO THE
COLLATERAL AGENT THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, INCLUDING,
WITHOUT LIMITATION, THE REASONABLE FEES AND REASONABLE OUT-OF-POCKET EXPENSES OF
ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, THAT THE COLLATERAL AGENT MAY INCUR
IN CONNECTION WITH (I) THE CUSTODY, PRESERVATION, USE OR OPERATION OF, OR THE
SALE OF, COLLECTION FROM OR OTHER REALIZATION UPON, ANY OF THE COLLATERAL OF
SUCH GRANTOR, (II) THE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF THE
COLLATERAL AGENT OR THE OTHER SECURED PARTIES HEREUNDER OR (III) THE FAILURE BY
SUCH GRANTOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF.
SECTION 22.
Amendments; Waivers; Additional Grantors; Etc.
(a)
No amendment
or waiver of any provision of this Agreement, and no consent to any departure by
any Grantor herefrom, shall in any event be effective unless the same shall be
in writing and signed by the Collateral Agent and the Grantors, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
No failure on the part of the Collateral
Agent or any other Secured Party to exercise, and no delay in exercising any
right hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.
(B)
UPON THE EXECUTION AND DELIVERY BY ANY PERSON OF A SECURITY
AGREEMENT SUPPLEMENT IN SUBSTANTIALLY THE FORM OF EXHIBIT E HERETO (EACH A
"SECURITY AGREEMENT SUPPLEMENT"),
SUCH PERSON SHALL BE REFERRED TO AS AN "ADDITIONAL GRANTOR" AND SHALL BE AND
BECOME A GRANTOR HEREUNDER, AND EACH REFERENCE IN THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS TO "GRANTOR" SHALL ALSO MEAN AND BE A REFERENCE TO SUCH
ADDITIONAL GRANTOR, EACH REFERENCE IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO THE "COLLATERAL" SHALL ALSO MEAN AND BE A REFERENCE TO THE
COLLATERAL GRANTED BY SUCH ADDITIONAL GRANTOR AND EACH REFERENCE IN THIS
AGREEMENT TO A SCHEDULE SHALL ALSO MEAN AND BE A REFERENCE TO THE SCHEDULES
ATTACHED TO SUCH SECURITY AGREEMENT SUPPLEMENT.
SECTION 23.
Notices, Etc.
All notices and other communications provided for
hereunder shall be either (a) in writing (including telegraphic, telecopier or
telex communication) and mailed, telegraphed, telecopied, telexed or otherwise
delivered or (b) by electronic mail (if electronic mail addresses are designated
as provided below) confirmed immediately in