SECURED PARTIES, ON THE
OTHER HAND, IN CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT OF DEBTOR AND
CREDITOR; AND
(C)
NO JOINT VENTURE IS CREATED HEREBY OR BY THE OTHER LOAN DOCUMENTS
OR OTHERWISE EXISTS BY VIRTUE OF THE TRANSACTIONS CONTEMPLATED HEREBY AMONG THE
SECURED PARTIES OR AMONG THE GUARANTORS AND THE SECURED PARTIES.
9.14
WAIVER OF JURY TRIAL
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
9.15
ADDITIONAL PLEDGORS.
IN THE EVENT THAT THE PLEDGOR IS REQUIRED OR
REQUESTED TO FURNISH ADDITIONAL OR SUBSTITUTE PLEDGED COLLATERAL PURSUANT TO
SECTION 5.2(B), THE BORROWER SHALL HAVE THE RIGHT, AT ITS ELECTION, TO CAUSE
ANOTHER SUBSIDIARY (IN LIEU OF THE PLEDGOR) TO ENTER INTO A SECURITY AGREEMENT,
IN A FORM SUBSTANTIALLY IDENTICAL TO THIS SECURITY AGREEMENT (WITH SUCH CHANGES
AS SHALL BE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT PLEDGING A
PROMISSORY NOTE OF AN OBLIGOR SUBSIDIARY REASONABLY SATISFACTORY TO THE
COLLATERAL AGENT (OR, IF THE NEW PLEDGOR SO ELECTS, CAUSING TO BE DEPOSITED AN
AMOUNT IN THE "COLLATERAL PROCEEDS ACCOUNT" MAINTAINED UNDER SUCH SECURITY
AGREEMENT) SUCH THAT, AFTER GIVING EFFECT TO SUCH PLEDGE (OR DEPOSIT) AND (IF
APPLICABLE) SUBSTITUTION, THE OUTSTANDING PRINCIPAL AMOUNT OF THE NEW PLEDGOR'S
"PLEDGED NOTE" PLUS THE AMOUNT, IF ANY, ON DEPOSIT IN ITS "COLLATERAL PROCEEDS
ACCOUNT" WILL, WHEN ADDED TO THE OUTSTANDING PRINCIPAL AMOUNT OF THE PLEDGED
NOTE PLUS THE AMOUNT, IF ANY, ON DEPOSIT IN THE COLLATERAL PROCEEDS ACCOUNT
CONSTITUTING PLEDGED COLLATERAL HEREUNDER PLUS THE AMOUNT, IF ANY, ON DEPOSIT IN
ANY SECURED CREDITOR COLLATERAL ACCOUNT, BE EQUAL TO $100,000,000.
IN THE EVENT
THAT THE BORROWER ELECTS TO EXERCISE SUCH ELECTION, IT SHALL PROMPTLY DELIVER
NOTICE OF SUCH ELECTION IN WRITING TO THE COLLATERAL AGENT AND THE PLEDGOR
HEREUNDER, AND UPON COMPLIANCE WITH THE FOREGOING REQUIREMENTS, PLEDGOR SHALL BE
RELIEVED OF ANY FURTHER OBLIGATION TO FURNISH ADDITIONAL OR SUBSTITUTE PLEDGED
COLLATERAL UNDER SECTION 5.2(B).
9.16
RELEASES
(A)
AT SUCH TIME AS THE LOANS AND THE OTHER OBLIGATIONS (OTHER THAN
ANY OBLIGATIONS OWING TO A NON-LENDER SECURED PARTY) THEN DUE AND OWING SHALL
HAVE BEEN PAID IN FULL AND THE TERM LOAN COMMITMENTS HAVE BEEN TERMINATED, ALL
PLEDGED COLLATERAL SHALL BE AUTOMATICALLY RELEASED 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 THE PLEDGOR
HEREUNDER SHALL TERMINATE, ALL WITHOUT DELIVERY OF ANY INSTRUMENT OR PERFORMANCE
OF ANY ACT BY ANY PARTY, AND ALL RIGHTS TO THE PLEDGED COLLATERAL SHALL REVERT
TO THE PLEDGOR.
AT THE REQUEST AND SOLE EXPENSE OF THE PLEDGOR FOLLOWING ANY
SUCH TERMINATION, THE COLLATERAL AGENT SHALL DELIVER TO THE PLEDGOR ANY PLEDGED
COLLATERAL HELD BY THE COLLATERAL AGENT HEREUNDER, AND THE COLLATERAL AGENT
19
AND THE ADMINISTRATIVE AGENT SHALL EXECUTE AND DELIVER TO THE PLEDGOR SUCH
DOCUMENTS (INCLUDING WITHOUT LIMITATION UCC TERMINATION STATEMENTS) AS THE
PLEDGOR SHALL REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION.