ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
8.13
WAIVER OF JURY TRIAL.
EACH GRANTOR, THE
ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT
AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN
THE FUTURE BE DELIVERED IN CONNECTION HEREWITH AND AGREES THAT ANY SUCH ACTION
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
8.14
SET-OFF.
EACH GRANTOR AGREES THAT THE
ADMINISTRATIVE AGENT AND EACH LENDER HAVE ALL RIGHTS OF SET-OFF AND BANKERS'
LIEN PROVIDED BY APPLICABLE LAW, AND IN ADDITION THERETO, EACH GRANTOR AGREES
THAT AT ANY TIME ANY EVENT OF DEFAULT UNDER SECTION 13.1.1 OR 13.1.4 OF THE
CREDIT AGREEMENT EXISTS, THE ADMINISTRATIVE AGENT AND EACH LENDER MAY APPLY TO
THE PAYMENT OF ANY SECURED OBLIGATIONS, WHETHER OR NOT THEN DUE, ANY AND ALL
BALANCES, CREDITS, DEPOSITS, ACCOUNTS OR MONEYS OF SUCH GRANTOR THEN OR
THEREAFTER WITH THE ADMINISTRATIVE AGENT OR SUCH LENDER.
8.15
ACKNOWLEDGEMENTS.
EACH GRANTOR HEREBY
ACKNOWLEDGES THAT:
(A)
IT HAS BEEN ADVISED BY COUNSEL IN THE
NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY;
(B)
NEITHER THE ADMINISTRATIVE AGENT NOR ANY
LENDER HAS ANY FIDUCIARY RELATIONSHIP WITH OR DUTY TO ANY GRANTOR ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND THE
RELATIONSHIP BETWEEN THE GRANTORS, ON THE ONE HAND, AND THE ADMINISTRATIVE AGENT
AND THE LENDERS, 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 LENDERS OR AMONG THE GRANTORS AND THE LENDERS.
8.16
ADDITIONAL GRANTORS.
EACH LOAN PARTY THAT IS
REQUIRED TO BECOME A PARTY TO THIS AGREEMENT PURSUANT TO SECTION 10.10 OF THE
CREDIT AGREEMENT SHALL BECOME A GRANTOR FOR ALL PURPOSES OF THIS AGREEMENT UPON
EXECUTION AND DELIVERY BY SUCH LOAN PARTY OF A JOINDER AGREEMENT IN THE FORM OF
ANNEX I HERETO.
8.17
RELEASES.
(A) UPON THE SATISFACTION TIME, 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 THE GRANTORS
28
ANY COLLATERAL HELD BY THE ADMINISTRATIVE AGENT HEREUNDER, AND EXECUTE AND
DELIVER TO THE GRANTORS SUCH DOCUMENTS AS THE GRANTORS SHALL REASONABLY REQUEST
TO EVIDENCE SUCH TERMINATION.
(B)
IF ANY OF THE COLLATERAL SHALL BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF BY ANY GRANTOR