IN CONNECTION WITH ANY
DISPOSITION PERMITTED UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT
(OTHER THAN A SALE OR TRANSFER TO A GRANTOR), OR UPON THE EFFECTIVENESS OF ANY
WRITTEN CONSENT TO THE RELEASE OF THE SECURITY INTEREST GRANTED HEREBY IN ANY
COLLATERAL PURSUANT TO SECTION 10.01 OF THE CREDIT AGREEMENT, THE SECURITY
INTEREST IN SUCH COLLATERAL SHALL BE AUTOMATICALLY RELEASED.
(D)
IN CONNECTION WITH ANY TERMINATION OR RELEASE PURSUANT TO
PARAGRAPH (A), (B) OR (C) OF THIS SECTION 8.15, THE ADMINISTRATIVE AGENT SHALL
EXECUTE AND DELIVER TO THE GRANTORS, AT THE GRANTORS' EXPENSE, ALL UCC OR PRUCC
TERMINATION
33
STATEMENTS AND SIMILAR DOCUMENTS THAT THE GRANTORS SHALL REASONABLY REQUEST TO
EVIDENCE SUCH TERMINATION.
ANY EXECUTION AND DELIVERY OF TERMINATION STATEMENTS
OR DOCUMENTS PURSUANT TO THIS SECTION 8.15 SHALL BE WITHOUT RECOURSE TO, OR
WARRANTY BY, THE ADMINISTRATIVE AGENT.
SECTION 8.16.
ADDITIONAL GRANTORS.
PURSUANT TO SECTION 6.11 OF THE CREDIT
AGREEMENT, AFTER THE CLOSING DATE, EACH NEW DIRECT OR INDIRECT SUBSIDIARY OF THE
BORROWER IS REQUIRED TO ENTER INTO THIS AGREEMENT AS A GRANTOR.
UPON EXECUTION
AND DELIVERY BY THE ADMINISTRATIVE AGENT AND A SUBSIDIARY OF AN INSTRUMENT IN
THE FORM OF ANNEX 2 HERETO, SUCH SUBSIDIARY SHALL BECOME A GRANTOR HEREUNDER
WITH THE SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED AS A GRANTOR 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 8.17.
INTERCREDITOR AGREEMENT.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED PURSUANT TO THIS AGREEMENT AND
THE EXERCISE OF ANY RIGHT OR REMEDY HEREUNDER ARE SUBJECT TO THE PROVISIONS OF
THE INTERCREDITOR AGREEMENT.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF
THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR
AGREEMENT SHALL GOVERN AND CONTROL.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ALL RIGHTS AND
REMEDIES OF THE ADMINISTRATIVE AGENT (AND THE OTHER CREDIT PARTIES) WITH RESPECT
TO THE "ABL PRIORITY COLLATERAL" (AS DEFINED IN THE INTERCREDITOR AGREEMENT)
SHALL BE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, AND UNTIL THE
DISCHARGE OF THE "ABL OBLIGATIONS" (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
ANY OBLIGATION OF THE BORROWER AND ANY OTHER GRANTOR HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT WITH RESPECT TO THE DELIVERY OR CONTROL OF ANY ABL PRIORITY
COLLATERAL, THE NOVATION OF ANY LIEN ON ANY CERTIFICATE OF TITLE, BILL OF LADING
OR OTHER DOCUMENT, THE GIVING OF ANY NOTICE TO ANY BAILEE OR OTHER PERSON, THE
PROVISION OF VOTING RIGHTS, THE OBTAINING OF ANY CONSENT OF ANY PERSON OR
OTHERWISE, IN EACH CASE IN CONNECTION WITH ANY ABL PRIORITY COLLATERAL, SHALL BE
DEEMED TO BE SATISFIED IF THE BORROWER OR SUCH OTHER GRANTOR, AS APPLICABLE,
COMPLIES WITH THE REQUIREMENTS OF THE SIMILAR PROVISION OF THE