AGREEMENT AS SUBSIDIARY PARTIES.
UPON EXECUTION AND DELIVERY BY THE COLLATERAL
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 7.16.
RIGHT OF SETOFF.
IF AN EVENT OF DEFAULT UNDER CLAUSE (A), (B),
(H) OR (I) OF SECTION 7.01 OF THE CREDIT AGREEMENT SHALL HAVE OCCURRED AND BE
CONTINUING OR FOLLOWING AN ACCELERATION OF THE MATURITY OF THE LOANS, EACH
LENDER AND EACH OF ITS AFFILIATES IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME
TO TIME, TO THE FULLEST EXTENT PERMITTED BY LAW, TO SET OFF AND APPLY ANY AND
ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) AT ANY
TIME HELD AND OTHER OBLIGATIONS AT ANY TIME OWING BY SUCH LENDER OR AFFILIATE TO
OR FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER AGAINST ANY OF AND ALL THE
OBLIGATIONS OF THE BORROWER NOW OR HEREAFTER EXISTING UNDER THIS AGREEMENT HELD
BY SUCH LENDER, IRRESPECTIVE OF WHETHER OR NOT SUCH LENDER SHALL HAVE MADE ANY
DEMAND UNDER THIS AGREEMENT AND ALTHOUGH SUCH OBLIGATIONS MAY BE UNMATURED.
THE
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RIGHTS OF EACH LENDER UNDER THIS SECTION ARE IN ADDITION TO AND SHALL NOT LIMIT
OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) WHICH SUCH LENDER
MAY HAVE.
SECTION 7.17.
TERMINATION OR RELEASE.
(A)
THIS AGREEMENT, THE GUARANTEES MADE
HEREIN AND ALL SECURITY INTERESTS GRANTED HEREBY SHALL TERMINATE WHEN THE LOANS,
THE BORROWER'S OBLIGATIONS TO REIMBURSE THE ISSUING BANK PURSUANT TO
SECTION 2.04(E) OF THE CREDIT AGREEMENT FOR OUTSTANDING LC DISBURSEMENTS, ALL
ACCRUED INTEREST AND FEES UNDER THIS AGREEMENT, AND ALL OTHER OBLIGATIONS UNDER
THE LOAN DOCUMENTS (OTHER THAN (I) OBLIGATIONS UNDER SECTIONS 2.14, 2.16 AND
9.03 OF THE CREDIT AGREEMENT THAT ARE NOT THEN DUE AND PAYABLE AND (II) OTHER
OBLIGATIONS IN RESPECT OF OUTSTANDING LETTERS OF CREDIT THAT ARE NOT THEN DUE
AND PAYABLE) SHALL HAVE BEEN PAID IN FULL IN CASH, THE COMMITMENTS HAVE BEEN
TERMINATED AND ALL LETTERS OF CREDIT SHALL HAVE BEEN DISCHARGED, CASH
COLLATERALIZED OR SUPPORTED BY SUPPORTING LETTERS OF CREDIT TO THE REASONABLE
SATISFACTION OF THE COLLATERAL AGENT AND ISSUING BANK (EACH OF WHICH SHALL HAVE
CONFIRMED SUCH SATISFACTION BY WRITTEN NOTICE TO THE BORROWER).
(B)
THE SUBSIDIARY PARTIES SHALL BE RELEASED FROM THEIR OBLIGATIONS HEREUNDER
AND THE SECURITY INTEREST IN THE COLLATERAL OF THE SUBSIDIARY PARTIES SHALL BE
RELEASED UNDER THE CIRCUMSTANCES AND IN THE MANNER SET FORTH IN SECTION 9.13 OF
THE CREDIT AGREEMENT.
(C)
UPON THE INCURRENCE OR ASSUMPTION OF INDEBTEDNESS BY ANY GRANTOR TO ANY
PERSON THAT IS NOT AN AFFILIATE OF SUCH GRANTOR TO