THE GRANTORS SHALL EACH CAUSE ANY NEW DIRECT OR INDIRECT
SUBSIDIARY (OTHER THAN AN EXCLUDED SUBSIDIARY) OF ANY GRANTOR TO ENTER INTO THIS
AGREEMENT AS A GRANTOR.
UPON EXECUTION AND DELIVERY BY THE COLLATERAL AGENT AND
A SUBSIDIARY OF AN INSTRUMENT IN THE FORM OF ANNEX 1 HERETO, SUCH SUBSIDIARY
SHALL BECOME A GRANTOR HEREUNDER WITH THE SAME FORCE AND EFFECT AS IF ORIGINALLY
NAMED AS A GRANTOR HEREIN.
THE EXECUTION AND DELIVERY OF ANY SUCH INSTRUMENT
SHALL NOT REQUIRE THE CONSENT OF ANY OTHER LOAN PARTY HEREUNDER.
THE RIGHTS AND
OBLIGATIONS OF EACH LOAN PARTY HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT
NOTWITHSTANDING THE ADDITION OF ANY NEW LOAN PARTY AS A PARTY TO THIS AGREEMENT.
SECTION 8.17
INTERCREDITOR AGREEMENT.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED PURSUANT TO THIS
AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY HEREUNDER ARE SUBJECT TO THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT.
IN THE EVENT OF ANY CONFLICT BETWEEN
THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, AND NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, ALL RIGHTS AND REMEDIES OF THE COLLATERAL AGENT (AND THE
31
OTHER SECURED PARTIES) WITH RESPECT TO THE "TERM PRIORITY COLLATERAL" (AS
DEFINED IN THE INTERCREDITOR AGREEMENT) SHALL BE SUBJECT TO THE TERMS OF THE
INTERCREDITOR AGREEMENT, AND UNTIL THE DISCHARGE OF THE "TERM OBLIGATIONS" (AS
DEFINED IN THE INTERCREDITOR AGREEMENT), ANY OBLIGATION OF ANY GRANTOR HEREUNDER
OR UNDER ANY OTHER LOAN DOCUMENT WITH RESPECT TO THE DELIVERY OR CONTROL OF ANY
TERM PRIORITY COLLATERAL, THE NOVATION OF ANY LIEN ON ANY CERTIFICATE OF TITLE,
BILL OF LADING OR OTHER DOCUMENT, THE GIVING OF ANY NOTICE TO ANY BAILEE OR
OTHER PERSON, THE PROVISION OF VOTING RIGHTS, THE OBTAINING OF ANY CONSENT OF
ANY PERSON OR OTHERWISE, IN EACH CASE IN CONNECTION WITH ANY TERM PRIORITY
COLLATERAL, SHALL BE DEEMED TO BE SATISFIED IF SUCH GRANTOR, AS APPLICABLE,
COMPLIES WITH THE REQUIREMENTS OF THE SIMILAR PROVISION OF THE APPLICABLE "TERM
DOCUMENT" (AS DEFINED IN THE INTERCREDITOR AGREEMENT). UNTIL THE DISCHARGE OF
THE TERM OBLIGATIONS, THE DELIVERY OF ANY TERM PRIORITY COLLATERAL TO THE "TERM
PRIORITY AGENT" (AS DEFINED IN THE INTERCREDITOR AGREEMENT) PURSUANT TO THE TERM
DOCUMENTS SHALL SATISFY ANY DELIVERY REQUIREMENT HEREUNDER OR UNDER ANY OTHER
LOAN DOCUMENT.
SECTION 8.18
AMENDMENT AND RESTATEMENT.
THIS AGREEMENT SHALL BE
DEEMED TO AMEND, RESTATE AND REPLACE THE EXISTING SECURITY AGREEMENT IN ITS
ENTIRETY.
IT IS EXPRESSLY UNDERSTOOD AND AGREED BY EACH OF THE PARTIES HERETO
THAT THIS AGREEMENT IS IN NO WAY INTENDED AND SHALL NOT BE DEEMED OR CONSTRUED
TO CONSTITUTE A NOVATION AGREEMENT.
EACH GRANTOR ACKNOWLEDGES AND AGREES THAT
(I) EACH REFERENCE IN THE LOAN DOCUMENTS TO THE "SECURITY AGREEMENT" SHALL BE A
REFERENCE TO THIS AGREEMENT AND (II) WITH RESPECT TO MATTERS PRIOR TO THE DATE
OF THIS AGREEMENT, ALL TERMS OF THE EXISTING SECURITY AGREEMENT ARE RATIFIED AND
CONFIRMED.
SECTION 8.19