PERSON THAT IS NOT AN AFFILIATE OF BORROWER SUCH THAT
SUCH PERSON IS NO LONGER A SUBSIDIARY OF BORROWER IN ACCORDANCE WITH THE TERMS
OF EACH LOAN DOCUMENT.
(B)
UPON ANY SALE OR OTHER TRANSFER BY ANY
GRANTOR OF ANY COLLATERAL THAT IS PERMITTED UNDER THE CREDIT AGREEMENT OR, UPON
THE EFFECTIVENESS OF ANY WRITTEN CONSENT TO THE RELEASE OF THE SECURITY
INTERESTS GRANTED HEREBY IN ANY COLLATERAL PURSUANT TO SECTION 9.08 OF THE
CREDIT AGREEMENT, SECURITY INTERESTS IN SUCH COLLATERAL SHALL BE AUTOMATICALLY
RELEASED. IN CONNECTION WITH SUCH RELEASE, THE COLLATERAL AGENT SHALL EXECUTE
AND DELIVER TO ANY GRANTOR, AT SUCH GRANTOR'S EXPENSE, ALL UCC TERMINATION
STATEMENTS AND OTHER DOCUMENTS THAT SUCH GRANTOR SHALL REASONABLY REQUEST TO
EVIDENCE SUCH TERMINATION OR RELEASE. ANY EXECUTION AND DELIVERY OF UCC
TERMINATION STATEMENTS AND SIMILAR DOCUMENTS PURSUANT TO THIS
SECTION 8.12(B) SHALL BE WITHOUT RECOURSE TO OR WARRANTY BY THE COLLATERAL
AGENT.
SECTION 8.13.
ADDITIONAL GRANTORS. TO THE EXTENT ANY DOMESTIC
SUBSIDIARY SHALL BE REQUIRED TO BECOME A GRANTOR PURSUANT TO ANY LOAN DOCUMENT,
UPON EXECUTION AND DELIVERY BY THE COLLATERAL AGENT AND SUCH DOMESTIC SUBSIDIARY
OF AN INSTRUMENT IN THE FORM OF ANNEX I HERETO, SUCH DOMESTIC SUBSIDIARY SHALL
BECOME A GRANTOR HEREUNDER WITH THE SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED
AS A GRANTOR HEREIN. EACH SUCH DOMESTIC SUBSIDIARY SHALL AT SUCH TIME DELIVER TO
THE COLLATERAL AGENT A COMPLETED
26
PERFECTION CERTIFICATE. THE EXECUTION AND DELIVERY OF ANY SUCH INSTRUMENT SHALL
NOT REQUIRE THE CONSENT OF ANY OTHER GRANTOR HEREUNDER. THE RIGHTS AND
OBLIGATIONS OF EACH GRANTOR THEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT
NOTWITHSTANDING THE ADDITION OF ANY NEW GRANTOR AS A PARTY TO THIS AGREEMENT.
SECTION 8.14.
FINANCING STATEMENTS. EACH GRANTOR HEREBY
IRREVOCABLY AUTHORIZES THE COLLATERAL AGENT AT ANY TIME AND FROM TIME TO TIME TO
FILE IN ANY RELEVANT JURISDICTION (A) ANY FILING WITH THE UNITED STATES PATENT
AND TRADEMARK OFFICE OR UNITED STATES COPYRIGHT OFFICE (OR ANY SUCCESSOR OFFICE
OR ANY SIMILAR OFFICE IN ANY OTHER COUNTRY), (B) ANY INITIAL FINANCING
STATEMENTS (INCLUDING FIXTURE FILINGS) AND AMENDMENTS THERETO THAT CONTAIN THE
INFORMATION REQUIRED BY ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE OF EACH
APPLICABLE JURISDICTION FOR THE FILING OF ANY FINANCING STATEMENT OR AMENDMENT
RELATING TO THE COLLATERAL, INCLUDING (I) WHETHER SUCH GRANTOR IS AN
ORGANIZATION, THE TYPE OF ORGANIZATION AND ANY ORGANIZATIONAL IDENTIFICATION
NUMBER ISSUED TO SUCH GRANTOR, (II) ANY FINANCING OR CONTINUATION STATEMENTS OR
OTHER DOCUMENTS WITHOUT THE SIGNATURE OF SUCH GRANTOR WHERE PERMITTED BY LAW,
INCLUDING THE FILING OF A FINANCING STATEMENT DESCRIBING THE COLLATERAL AS "ALL
ASSETS IN WHICH THE GRANTOR NOW OWNS OR HEREAFTER ACQUIRES RIGHTS, AND THE
PROCEEDS THEREOF" AND (III) IN THE CASE OF A FINANCING STATEMENT FILED AS A
FIXTURE FILING OR COVERING COLLATERAL CONSTITUTING MINERALS OR THE LIKE TO BE
EXTRACTED OR TIMBER TO BE CUT, A SUFFICIENT DESCRIPTION OF THE REAL PROPERTY TO
WHICH SUCH COLLATERAL RELATES, AND (C) ANY OTHER DOCUMENTS FOR THE PURPOSE OF
PERFECTING, CONFIRMING, CONTINUING, ENFORCING OR PROTECTING