THE ISSUING BANKS HAVE NO FURTHER OBLIGATIONS TO ISSUE LETTERS OF
CREDIT UNDER THE CREDIT AGREEMENT.
(B)
EXCEPT AS PROVIDED IN PARAGRAPH (A) OF THIS SECTION, RELEASES OF ANY
SUBSIDIARY PARTIES FROM THEIR OBLIGATIONS HEREUNDER, AND RELEASES OF COLLATERAL
FROM THE LIENS CREATED HEREBY, SHALL BE GOVERNED BY SECTION 9.14 OF THE CREDIT
AGREEMENT.
SECTION 7.14. ADDITIONAL SUBSIDIARIES. PURSUANT TO SECTION 5.12 OF THE CREDIT
AGREEMENT, EACH SUBSIDIARY PARTY THAT WAS NOT IN EXISTENCE OR NOT A SUBSIDIARY
PARTY ON THE DATE OF THE CREDIT AGREEMENT IS REQUIRED TO BECOME A PARTY TO THIS
AGREEMENT AS A GUARANTOR AND GRANTOR AND, IF SUCH SUBSIDIARY PARTY IS A US
SUBSIDIARY, TO THE INTERCREDITOR AGREEMENT AS A "GRANTOR", UPON BECOMING SUCH A
SUBSIDIARY PARTY. UPON THE EXECUTION AND DELIVERY BY THE ADMINISTRATIVE AGENT
AND A SUBSIDIARY PARTY OF AN INSTRUMENT IN THE FORM OF EXHIBIT I HERETO, SUCH
SUBSIDIARY PARTY SHALL BECOME A GUARANTOR AND A GRANTOR HEREUNDER WITH THE SAME
FORCE AND EFFECT AS IF ORIGINALLY NAMED AS SUCH 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
36
PARTY HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE
ADDITION OF ANY NEW LOAN PARTY AS A PARTY TO THIS AGREEMENT.
SECTION 7.15. ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT. EACH GRANTOR
HEREBY APPOINTS THE ADMINISTRATIVE AGENT THE ATTORNEY-IN-FACT OF SUCH GRANTOR
FOR THE PURPOSE OF CARRYING OUT THE PROVISIONS OF THIS AGREEMENT AND TAKING ANY
ACTION AND EXECUTING ANY INSTRUMENT THAT THE ADMINISTRATIVE AGENT MAY DEEM
NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES HEREOF, WHICH APPOINTMENT IS
IRREVOCABLE AND COUPLED WITH AN INTEREST. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT, UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITH FULL POWER OF
SUBSTITUTION EITHER IN THE ADMINISTRATIVE AGENT'S NAME OR IN THE NAME OF SUCH
GRANTOR (A) TO RECEIVE, ENDORSE, ASSIGN OR DELIVER ANY AND ALL NOTES,
ACCEPTANCES, CHECKS, DRAFTS, MONEY ORDERS OR OTHER EVIDENCES OF PAYMENT RELATING
TO THE COLLATERAL OR ANY PART THEREOF; (B) TO DEMAND, COLLECT, RECEIVE PAYMENT
OF, GIVE RECEIPT FOR AND GIVE DISCHARGES AND RELEASES OF ALL OR ANY OF THE
COLLATERAL; (C) TO SIGN THE NAME OF ANY GRANTOR ON ANY INVOICE OR BILL OF LADING
RELATING TO ANY OF THE COLLATERAL; (D) TO SEND VERIFICATIONS OF ACCOUNTS
RECEIVABLE TO ANY ACCOUNT DEBTOR; (E) TO COMMENCE AND PROSECUTE ANY AND ALL
SUITS, ACTIONS OR PROCEEDINGS AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT
JURISDICTION TO COLLECT OR OTHERWISE REALIZE ON ALL OR ANY OF THE COLLATERAL OR
TO ENFORCE ANY RIGHTS IN RESPECT OF ANY COLLATERAL; (F) TO SETTLE, COMPROMISE,
COMPOUND, ADJUST OR DEFEND ANY ACTIONS, SUITS OR PROCEEDINGS RELATING TO ALL OR
ANY OF THE COLLATERAL; (G) TO NOTIFY, OR TO REQUIRE ANY GRANTOR TO NOTIFY,
ACCOUNT DEBTORS TO MAKE PAYMENT DIRECTLY TO THE ADMINISTRATIVE AGENT; AND (H) TO
USE, SELL, ASSIGN, TRANSFER,