TO
SUCH GRANTOR AT ITS ADDRESS REFERRED TO IN SECTION 9.2 OR AT SUCH OTHER ADDRESS
OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;
(D)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE
RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND
(E)
WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION
OR PROCEEDING REFERRED TO IN THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES.
9.13
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
SECURED PARTY 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 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 GRANTORS AND THE
SECURED PARTIES.
9.14
Additional Grantors.
Each Subsidiary of the U.S.
Borrower that is required to become a party to this Agreement pursuant to
Section 5.01(j) 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.
9.15
Releases.
(a)
At such time as the Advances, the
reimbursement obligations in respect of Letters of Credit and the other
Obligations (other than Unmatured Surviving Obligations) shall have been paid in
full, the Commitments have been terminated, no Bank Hedge Agreement shall remain
in effect and no Letters of Credit shall be outstanding, 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, or as directed by, 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 THE REQUEST AND SOLE
EXPENSE OF SUCH GRANTOR, SHALL EXECUTE AND DELIVER TO