Parties or among the Grantors and the Secured Parties.
8.14 Additional Grantors. Each Subsidiary of Hanover that is required to
become a party to this Agreement pursuant to Section 7.9 of the Credit Agreement
shall become a Grantor for all purposes of this Agreement upon execution and
delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1
hereto.
8.15 Releases. (a) At such time as the Loans, the Reimbursement Obligations
and the other Obligations (other than Obligations in respect of Derivatives
Agreements) shall have been paid in full, the Commitments have been terminated
and no Letters of Credit shall be outstanding (other than Letters of Credit cash
collateralized in accordance with subsection 11.18(b) of the Credit Agreement),
the Collateral shall be released from the Liens created hereby, and this
Agreement and all obligations (other than those expressly stated to survive such
termination) of the Administrative 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
Administrative Agent shall deliver to such Grantor any Collateral held by the
Administrative Agent hereunder, and execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such termination.
(b) If any of the Collateral shall be sold, transferred or otherwise
disposed of by any Grantor in a transaction permitted by the Loan Documents,
then the Administrative Agent, at the request and sole
22
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 the
Borrowers, 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 Loan 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 AND FOR ANY COUNTERCLAIM THEREIN.
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/ LEE E. BECKELMAN
Name: Lee E. Beckelman
Title: Senior Vice President and Chief Financial Officer
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By:
/s/ LEE E. BECKELMAN
Name: Lee E. Beckelman
Title: Senior Vice President and Chief Financial Officer
Signature Page to Guarantee and Collateral Agreement
EQUITY LEASING CORPORATION
ENERGY TRANSFER - HANOVER VENTURES
L.P.
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.