OR ENFORCEMENT OF ANY OF THE RIGHTS OF AGENT HEREUNDER OR (IV) THE
FAILURE BY ANY OF GRANTORS TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF.
(C)
GRANTORS, JOINTLY AND SEVERALLY, AGREE TO PAY, AND TO SAVE AGENT
AND THE OTHER MEMBERS OF THE LENDER GROUP HARMLESS FROM, ANY AND ALL LIABILITIES
WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, ANY AND ALL STAMP,
EXCISE, PROPERTY, SALES, VALUE ADDED, RECORDING, DOCUMENT OR OTHER TAXES WHICH
MAY BE PAYABLE OR DETERMINED TO BE PAYABLE WITH RESPECT TO ANY OF THE COLLATERAL
OR IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
20.
MERGER, AMENDMENTS; ETC. THIS WRITTEN AGREEMENT, TOGETHER WITH THE
OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE
PARTIES. NO WAIVER OF ANY PROVISION OF THIS AGREEMENT, AND NO CONSENT TO ANY
DEPARTURE BY ANY OF GRANTORS HEREFROM, SHALL IN ANY EVENT BE EFFECTIVE UNLESS
THE SAME SHALL BE IN WRITING AND SIGNED BY AGENT, AND THEN SUCH WAIVER OR
CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE FOR WHICH GIVEN. NO AMENDMENT OF ANY PROVISION OF THIS AGREEMENT SHALL
BE EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY AGENT AND EACH OF
GRANTORS TO WHICH SUCH AMENDMENT APPLIES.
21.
ADDRESSES FOR NOTICES. ALL NOTICES AND OTHER COMMUNICATIONS
PROVIDED FOR HEREUNDER SHALL BE GIVEN IN THE FORM AND MANNER AND DELIVERED TO
AGENT AT ITS ADDRESS SPECIFIED IN THE CREDIT AGREEMENT, AND TO ANY OF THE
GRANTORS AT THEIR RESPECTIVE ADDRESSES SPECIFIED IN THE CREDIT AGREEMENT OR, AS
TO ANY PARTY, AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY IN A
WRITTEN NOTICE TO THE OTHER PARTY.
22.
CONTINUING SECURITY INTEREST: ASSIGNMENTS UNDER CREDIT AGREEMENT.
THIS AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST IN THE COLLATERAL AND
SHALL (A) REMAIN IN FULL FORCE AND EFFECT UNTIL THE OBLIGATIONS HAVE BEEN PAID
IN FULL IN CASH IN ACCORDANCE WITH THE PROVISIONS OF THE CREDIT AGREEMENT AND
THE COMMITMENTS HAVE EXPIRED OR HAVE BEEN TERMINATED, (B) BE BINDING UPON EACH
OF GRANTORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND (C) INURE TO THE
BENEFIT OF, AND BE ENFORCEABLE BY, AGENT, AND ITS SUCCESSORS, TRANSFEREES AND
ASSIGNS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING CLAUSE (C), ANY LENDER
MAY, IN ACCORDANCE WITH
18
THE PROVISIONS OF THE CREDIT AGREEMENT, ASSIGN OR OTHERWISE TRANSFER ALL OR ANY
PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THE CREDIT AGREEMENT TO ANY ELIGIBLE
ASSIGNEE OF LENDER, AND SUCH ASSIGNEE OF LENDER SHALL THEREUPON BECOME VESTED
WITH ALL THE BENEFITS IN RESPECT THEREOF GRANTED TO SUCH LENDER HEREIN OR
OTHERWISE. UPON PAYMENT IN FULL IN CASH OF THE OBLIGATIONS IN ACCORDANCE WITH
THE PROVISIONS OF THE CREDIT AGREEMENT AND THE EXPIRATION OR TERMINATION OF THE
COMMITMENTS, THE SECURITY INTEREST GRANTED HEREBY SHALL TERMINATE AND