AND LENDERS, ON THE OTHER HAND, IN CONNECTION HEREWITH OR
THEREWITH IS SOLELY THAT OF DEBTOR AND CREDITOR, AND (III) NO JOINT VENTURE IS
CREATED HEREBY OR BY THE OTHER LOAN DOCUMENTS OR OTHERWISE EXISTS BY VIRTUE OF
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AMONG THE LENDERS OR AMONG THE
GRANTORS AND THE LENDERS.
(B)
EACH ISSUER PARTY TO THIS AGREEMENT ACKNOWLEDGES RECEIPT OF A COPY
OF THIS AGREEMENT AND AGREES TO BE BOUND THEREBY AND TO COMPLY WITH THE TERMS
THEREOF INSOFAR AS SUCH TERMS ARE APPLICABLE TO IT.
EACH ISSUER AGREES TO
PROVIDE SUCH NOTICES TO THE ADMINISTRATIVE AGENT AS MAY BE NECESSARY TO GIVE
FULL EFFECT TO THE PROVISIONS OF THIS AGREEMENT.
SECTION 7.14.
ADDITIONAL GRANTORS.
EACH SUBSIDIARY OF THE PARENT THAT IS
REQUIRED TO BECOME A PARTY TO THIS AGREEMENT PURSUANT TO SECTION 8.11 OF THE
CREDIT AGREEMENT SHALL BECOME A GRANTOR FOR ALL PURPOSES OF THIS AGREEMENT UPON
EXECUTION AND DELIVERY BY SUCH SUBSIDIARY OF A JOINDER AGREEMENT IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SECTION 7.15.
RELEASES.
(A)
AT SUCH TIME AS THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL AND
THE COMMITMENTS HAVE BEEN TERMINATED, 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 CREDIT AGREEMENT,
THEN THE ADMINISTRATIVE AGENT, AT
22
THE REQUEST AND SOLE 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.
IN THE EVENT THAT
ALL THE CAPITAL STOCK OF ANY GRANTOR SHALL BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN A TRANSACTION PERMITTED BY THE CREDIT AGREEMENT, THEN, AT THE
REQUEST OF THE BORROWER AND AT THE EXPENSE OF THE GRANTORS, SUCH GRANTOR SHALL
BE RELEASED FROM ITS OBLIGATIONS HEREUNDER; PROVIDED THAT THE BORROWER SHALL
HAVE DELIVERED TO THE ADMINISTRATIVE AGENT, AS SOON AS PRACTICABLE BUT IN ANY
EVENT, AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE DATE OF THE PROPOSED
RELEASE, A WRITTEN REQUEST FOR RELEASE IDENTIFYING THE RELEVANT GRANTOR AND THE
TERMS OF THE SALE OR OTHER DISPOSITION IN REASONABLE DETAIL, INCLUDING THE PRICE
THEREOF AND ANY EXPENSES IN CONNECTION THEREWITH, TOGETHER WITH A CERTIFICATION
BY THE BORROWER STATING THAT SUCH TRANSACTION IS IN COMPLIANCE WITH THE CREDIT