from the Liens created
hereby, and this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Collateral 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 Collateral Agent shall deliver to such Grantor any Collateral
held by the Collateral Agent hereunder, and execute and deliver to such Grantor
such documents as such Grantor shall reasonably request to evidence such
termination.
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(b) If any of the Collateral shall be sold, transferred or otherwise disposed of
by any Grantor in a transaction permitted by the Transaction Documents, then the
Collateral Agent, at the request and sole expense of such Grantor, shall execute
and deliver to such Grantor all releases or other documents reasonably necessary
or desirable for the release of the Liens created hereby on such Collateral. At
the request and sole expense of HCLP, a Subsidiary Guarantor shall be released
from its obligations hereunder in the event that all the Capital Stock of such
Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a
transaction permitted by the Transaction Documents.
8.16 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT (AS DEFINED IN THE SENIOR CREDIT AGREEMENT)
OR ANY OTHER CREDIT DOCUMENT (AS DEFINED IN ANNEX A TO EACH OF THE PARTICIPATION
AGREEMENTS) AND FOR ANY COUNTERCLAIM THEREIN.
26
IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and
Collateral Agreement to be duly executed and delivered as of the date first
above written.
HANOVER COMPRESSOR COMPANY
By:
/s/ John E. Jackson
Name:
John E. Jackson
Title:
Senior Vice President and
Chief Financial Officer
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By:
/s/ John E. Jackson
Name:
John E. Jackson
Title:
Senior Vice President and
Chief Financial Officer
ENERGY TRANSFER - HANOVER VENTURES, L.P.
GULF COAST DISMANTLING, INC.
HANOVER ASIA, INC.
HANOVER AUSTRALIA, L.L.C.
HANOVER COLOMBIA LEASING LLC
HANOVER COMPRESSED NATURAL GAS SERVICES, LLC
HANOVER COMPRESSOR NIGERIA, INC.
HANOVER COMPRESSION GENERAL HOLDINGS, LLC
HANOVER ECUADOR L.L.C.
HANOVER GENERAL ENERGY TRANSFER, LLC
HANOVER IDR, INC.
HANOVER LIMITED ENERGY TRANSFER, LLC
HANOVER MEASUREMENT, LLC
HANOVER PARTNERS NIGERIA LLC
HANOVER POWER, LLC
HANOVER POWER (GATES), LLC
HANOVER SPE, L.L.C.
HANOVER/TRINIDAD, L.L.C.
HC CAYMAN LLC
HC LEASING, INC.
HCC HOLDINGS, INC.
HCL COLOMBIA, INC.
KOG, INC.
NIGERIAN LEASING, LLC
SOUTHWEST INDUSTRIES, INC.
By:
/s/ John E. Jackson
Name:
John E. Jackson
Title:
Vice President and Treasurer
HANOVER HL HOLDINGS, LLC
HANOVER HL, LLC
By:
/s/ Victoria L. Garrett
Name:
Victoria L. Garrett
Title:
Manager
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Schedule 1
NOTICE ADDRESSES OF GUARANTORS
Schedule 2
FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS
Uniform Commercial Code Filings
[List each office where