PROCEEDING MAY BE
EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE BORROWER AT ITS
ADDRESS SET FORTH IN
76
SECTION 11.2 OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL
HAVE BEEN NOTIFIED PURSUANT THERETO;
(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN
ANY OTHER JURISDICTION; AND
(E) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE
TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS
SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
11.13.
Acknowledgments.
The Borrower hereby acknowledges that:
(A) IT HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND DELIVERY OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(B) NO AGENT OR LENDER HAS ANY FIDUCIARY RELATIONSHIP WITH OR DUTY TO THE
BORROWER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS, AND THE RELATIONSHIP BETWEEN THE AGENTS AND LENDERS, ON ONE
HAND, AND THE BORROWER, ON THE OTHER HAND, IN CONNECTION HEREWITH OR THEREWITH
IS SOLELY THAT OF DEBTOR AND CREDITOR; AND
(C) NO JOINT VENTURE IS CREATED HEREBY OR BY THE OTHER LOAN DOCUMENTS OR
OTHERWISE EXISTS BY VIRTUE OF THE TRANSACTIONS CONTEMPLATED HEREBY AMONG THE
LENDERS OR AMONG THE BORROWER AND THE LENDERS.
11.14.
Releases of Guarantees and Liens.
(a)
Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the Administrative
Agent is hereby irrevocably authorized by each Lender (without requirement of
notice to or consent of any Lender except as expressly required by Section 11.1)
to take any action requested by the Borrower having the effect of releasing any
Collateral or guarantee obligations (i) to the extent necessary to permit
consummation of any transaction not prohibited by any Loan Document or that has
been consented to in accordance with Section 11.1 or (ii) under the
circumstances described in paragraph (b) below.
(B) AT SUCH TIME AS THE TERM LOANS AND THE OTHER SECOND LIEN OBLIGATIONS UNDER
THE LOAN DOCUMENTS (OTHER THAN SECOND LIEN OBLIGATIONS UNDER OR IN RESPECT OF
SPECIFIED HEDGE AGREEMENTS OR SPECIFIED CASH MANAGEMENT AGREEMENTS AND
UNASSERTED CONTINGENT INDEMNIFICATION OBLIGATIONS) SHALL HAVE BEEN PAID IN FULL
AND THE TERM LOAN COMMITMENTS HAVE BEEN TERMINATED, THE COLLATERAL SHALL BE
RELEASED FROM THE LIENS CREATED BY THE SECURITY DOCUMENTS, AND THE SECURITY
DOCUMENTS AND ALL OBLIGATIONS (OTHER THAN THOSE EXPRESSLY STATED TO SURVIVE SUCH
TERMINATION) OF THE ADMINISTRATIVE AGENT AND EACH LOAN PARTY UNDER THE SECURITY
DOCUMENTS SHALL TERMINATE, ALL WITHOUT DELIVERY OF ANY INSTRUMENT OR PERFORMANCE
OF ANY ACT BY ANY PERSON, PROVIDED THAT, THE ADMINISTRATIVE AGENT AGREES UPON
SUCH TERMINATION TO PROMPTLY DELIVER TO THE BORROWER UCC-3 TERMINATION
STATEMENTS, DISCHARGES OF EXISTING MORTGAGES, AND OTHER RELEASE AND TERMINATION
DOCUMENTS AS ARE REASONABLY REQUESTED BY THE BORROWER TO DISCHARGE THE LIENS AS