WITH ANY TERMINATION OR RELEASE PURSUANT TO PARAGRAPH (A),
(B) OR (C), THE ADMINISTRATIVE AGENT SHALL EXECUTE AND DELIVER TO ANY GRANTOR,
AT SUCH GRANTOR'S EXPENSE, ALL DOCUMENTS THAT SUCH GRANTOR SHALL REASONABLY
REQUEST TO EVIDENCE SUCH TERMINATION OR RELEASE; PROVIDED, HOWEVER, THAT (I) THE
ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO EXECUTE ANY SUCH DOCUMENT ON TERMS
WHICH, IN ITS OPINION, WOULD EXPOSE IT TO LIABILITY OR CREATE ANY OBLIGATION OR
ENTAIL ANY CONSEQUENCE OTHER THAN THE RELEASE OF SUCH LIENS WITHOUT RECOURSE OR
WARRANTY, AND (II) SUCH RELEASE SHALL NOT IN ANY MANNER DISCHARGE, AFFECT OR
IMPAIR THE OBLIGATIONS OR ANY LIENS UPON (OR OBLIGATIONS OF THE BORROWER OR ANY
OF THE SUBSIDIARIES IN RESPECT OF) ALL INTERESTS IN COLLATERAL RETAINED BY THE
BORROWER OR ANY OF THE SUBSIDIARIES.
ANY EXECUTION AND DELIVERY OF DOCUMENTS
PURSUANT TO THIS SECTION 7.13 SHALL BE WITHOUT RECOURSE TO OR WARRANTY BY THE
ADMINISTRATIVE AGENT.
39
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE NO LIABILITY WHATSOEVER TO ANY OTHER
SECURED PARTY AS THE RESULT OF ANY RELEASE OF ANY SUBSIDIARY PARTY OR COLLATERAL
BY IT IN ACCORDANCE WITH (OR WHICH THE ADMINISTRATIVE AGENT IN GOOD FAITH
BELIEVES TO BE IN ACCORDANCE WITH) THIS SECTION 7.13.
SECTION 7.14. ADDITIONAL SUBSIDIARIES.
PURSUANT TO SECTIONS 5.09, 6.05(F) AND
6.15 OF THE CREDIT AGREEMENT, CERTAIN DOMESTIC SUBSIDIARIES ARE REQUIRED TO
ENTER INTO THIS AGREEMENT AS A SUBSIDIARY PARTY.
UPON EXECUTION AND DELIVERY BY
THE ADMINISTRATIVE AGENT AND A SUBSIDIARY OF AN INSTRUMENT IN THE FORM OF
EXHIBIT I HERETO, SUCH SUBSIDIARY SHALL BECOME A SUBSIDIARY PARTY HEREUNDER WITH
THE SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED AS A SUBSIDIARY PARTY 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
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 AND/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