SECTION 8.2 OR AT SUCH OTHER ADDRESS OF WHICH THE
ADMINISTRATIVE AGENT AND 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.
8.13.
Acknowledgments.
Each Grantor hereby acknowledges that:
(A)
IT HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(B)
NO SECURED PARTY HAS ANY FIDUCIARY RELATIONSHIP WITH OR DUTY TO
ANY GRANTOR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS, AND THE RELATIONSHIP BETWEEN THE GRANTORS, ON THE ONE
HAND, AND THE SECURED PARTIES, 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
SECURED PARTIES OR AMONG THE GRANTORS AND THE SECURED PARTIES.
8.14.
Additional Grantors.
Each Subsidiary of the Borrower that is
required to become a party to this Agreement pursuant to Section 7.10 of the
Second Lien Credit Agreement shall become a Grantor for all purposes of this
Agreement upon execution and delivery by such Subsidiary of an Assumption
Agreement in the form of Annex 1 hereto.
23
8.15.
Releases.
(a)
At such time as the Loans and the other Second Lien
Obligations under the Loan Documents (other than First 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 under the Facility shall have been
terminated, the Collateral shall be released from the Liens created hereby, and
this Agreement and all obligations (other than those expressly stated to survive
such termination) of the Administrative Agent and each Grantor hereunder shall
terminate, all without delivery of any instrument or performance of any act by
any party, and all rights to the Collateral shall revert to the Grantors.
At
the request and sole expense of any Grantor following any such termination, the
Administrative Agent shall deliver to such Grantor any Collateral held by the
Administrative Agent hereunder (subject however, to the obligations of the
Administrative Agent under the Intercreditor Agreement), and execute and deliver
to such Grantor such documents as such Grantor shall reasonably request to
evidence such termination.
(B)
IF ANY OF THE COLLATERAL SHALL BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF BY ANY GRANTOR IN A TRANSACTION PERMITTED BY THE SECOND LIEN CREDIT
AGREEMENT, THEN THE ADMINISTRATIVE AGENT, AT THE REQUEST AND SOLE EXPENSE OF
SUCH