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)
NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER 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 ADMINISTRATIVE AGENT AND THE LENDERS, 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 GRANTORS AND THE LENDERS.
8.14
ADDITIONAL GRANTORS.
EACH LOAN PARTY THAT IS REQUIRED TO BECOME A
PARTY TO THIS AGREEMENT PURSUANT TO SECTION 10.9 OF THE CREDIT AGREEMENT SHALL
BECOME A GRANTOR FOR ALL PURPOSES OF THIS AGREEMENT UPON EXECUTION AND DELIVERY
BY SUCH LOAN PARTY OF A JOINDER AGREEMENT IN THE FORM OF ANNEX I HERETO.
8.15
RELEASES.
AT SUCH TIME AS THE SECURED OBLIGATIONS HAVE BEEN PAID
IN FULL, 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
13
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 THE
GRANTORS ANY COLLATERAL HELD BY THE ADMINISTRATIVE AGENT HEREUNDER, AND EXECUTE
AND DELIVER TO THE GRANTORS SUCH DOCUMENTS AS THE GRANTORS SHALL REASONABLY
REQUEST TO EVIDENCE SUCH TERMINATION.
8.16
OBLIGATIONS AND LIENS ABSOLUTE AND UNCONDITIONAL.
EACH GRANTOR
UNDERSTANDS AND AGREES THAT THE OBLIGATIONS OF EACH GRANTOR UNDER THIS AGREEMENT
SHALL BE CONSTRUED AS A CONTINUING, ABSOLUTE AND UNCONDITIONAL WITHOUT REGARD TO
(A) THE VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT, ANY OF THE SECURED
OBLIGATIONS OR ANY OTHER COLLATERAL SECURITY THEREFOR OR GUARANTY OR RIGHT OF
OFFSET WITH RESPECT THERETO AT ANY TIME OR FROM TIME TO TIME HELD BY THE
ADMINISTRATIVE AGENT OR ANY LENDER, (B) ANY DEFENSE, SET-OFF OR COUNTERCLAIM
(OTHER THAN A DEFENSE OF PAYMENT OR PERFORMANCE) WHICH MAY AT ANY TIME BE
AVAILABLE TO OR BE ASSERTED BY ANY GRANTOR OR ANY OTHER PERSON AGAINST THE
ADMINISTRATIVE AGENT OR ANY LENDER, OR (C) ANY OTHER CIRCUMSTANCE WHATSOEVER
(WITH OR WITHOUT NOTICE TO OR KNOWLEDGE OF ANY GRANTOR) WHICH CONSTITUTES, OR
MIGHT BE CONSTRUED TO CONSTITUTE, AN EQUITABLE OR LEGAL DISCHARGE OF ANY GRANTOR
FOR THE SECURED OBLIGATIONS, IN BANKRUPTCY OR IN ANY OTHER INSTANCE.
WHEN
MAKING ANY DEMAND HEREUNDER OR OTHERWISE PURSUING ITS RIGHTS AND REMEDIES
HEREUNDER AGAINST ANY GRANTOR, THE ADMINISTRATIVE AGENT OR ANY LENDER MAY, BUT
SHALL BE UNDER NO OBLIGATION TO,