COMPETENT JURISDICTION TO BE VOID OR VOIDABLE FOR ANY
REASON, ANY RIGHTS OF SUBROGATION, REIMBURSEMENT, INDEMNITY AND CONTRIBUTION
SUCH GRANTOR MAY HAVE AGAINST THE BORROWER OR ANY OTHER GRANTOR OR AGAINST ANY
COLLATERAL OR SECURITY OR GUARANTEE OR RIGHT OF OFFSET HELD BY THE GRANTEE OR
ANY OTHER CREDITOR SHALL BE JUNIOR AND SUBORDINATE TO ANY RIGHTS THE GRANTEE AND
THE OTHER CREDITORS MAY HAVE AGAINST THE BORROWER AND SUCH GRANTOR AND TO ALL
RIGHT, TITLE AND INTEREST THE GRANTEE AND THE OTHER CREDITORS MAY HAVE IN SUCH
COLLATERAL OR SECURITY OR GUARANTEE OR RIGHT OF OFFSET. THE GRANTEE, FOR THE
BENEFIT OF THE CREDITORS, MAY USE, SELL OR DISPOSE OF ANY ITEM OF COLLATERAL OR
SECURITY AS IT SEES FIT WITHOUT REGARD TO ANY SUBROGATION RIGHTS ANY GRANTOR MAY
HAVE, AND UPON ANY DISPOSITION OR SALE, ANY RIGHTS OF SUBROGATION ANY GRANTOR
MAY HAVE SHALL TERMINATE.
Section 28.
ACCEPTANCE. EACH GRANTOR HEREBY EXPRESSLY WAIVES NOTICE OF
ACCEPTANCE OF THIS AGREEMENT, ACCEPTANCE ON THE PART OF THE GRANTEE AND THE
OTHER CREDITORS BEING CONCLUSIVELY PRESUMED BY THEIR REQUEST FOR THIS AGREEMENT
AND DELIVERY OF THE SAME TO THE GRANTEE.
Section 29.
INDEMNITY AND EXPENSES. EACH GRANTOR AGREES TO BE BOUND BY THE
TERMS OF SECTION 18.11 OF THE CREDIT AGREEMENT AS IF FULLY SET FORTH HEREIN.
Section 30.
AMENDMENTS; WAIVERS; ADDITIONAL GRANTORS; ETC. (1)NO AMENDMENT OR
WAIVER OF ANY PROVISION OF THIS AGREEMENT, AND NO CONSENT TO ANY DEPARTURE BY
ANY PARTY HEREFROM, SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE IN
WRITING AND SIGNED BY THE PARTIES HERETO, AND THEN SUCH WAIVER OR CONSENT SHALL
BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR
WHICH GIVEN; PROVIDED, HOWEVER, THAT THE SCHEDULES HERETO MAY BE AMENDED FROM
TIME TO TIME BY NOTICE FROM THE AFFECTED GRANTOR TO THE GRANTEE. NO FAILURE ON
THE PART OF THE GRANTEE OR ANY OTHER CREDITOR 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.
(a)
Upon the execution and delivery by any Person of a security agreement
supplement in substantially the form of Exhibit A 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 to "Grantor" shall also mean and be a reference to such Additional
Grantor, each reference in this Agreement and the Credit Agreement 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 31.
NOTICES, ETC. ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREUNDER SHALL BE MADE IN COMPLIANCE WITH SECTION 17 OF THE CREDIT AGREEMENT.
Section