RELATIONSHIP BETWEEN
THE GRANTORS, ON THE ONE HAND, AND THE AGENTS AND LENDERS, ON THE OTHER HAND, IN
CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT OF DEBTOR AND CREDITOR; AND
26
(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.
8.14.
Additional Grantors.
Each Subsidiary of Holdings 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 I hereto.
8.15.
Releases.
(a)
At such time as the Loans, the
Reimbursement Obligations and the other Obligations (other than Hedge Agreement
Obligations) shall have been paid in full, the Commitments have been terminated
and no Letters of Credit shall be outstanding (other than any such Letters of
Credit that the applicable Issuing Lender or Issuing Lenders shall, in its sole
discretion, permit to remain outstanding, but shall release the Revolving
Lenders from their participations therein), 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.
(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 (OTHER THAN TO A LOAN PARTY), THE COLLATERAL SHALL BE
AUTOMATICALLY RELEASED FROM THE LIENS CREATED HEREBY.
(C)
AT THE REQUEST AND SOLE EXPENSE OF THE
BORROWER, A GUARANTOR (OTHER THAN HOLDINGS) SHALL BE RELEASED FROM ITS
OBLIGATIONS HEREUNDER AND THE COLLATERAL OF SUCH GUARANTOR SHALL BE
AUTOMATICALLY RELEASED FROM THE LIENS CREATED HEREBY UPON THE CONSUMMATION OF
ANY TRANSACTION PERMITTED BY THE CREDIT AGREEMENT AS A RESULT OF WHICH SUCH
GUARANTOR CEASES TO BE A SUBSIDIARY OF HOLDINGS.
(D)
AT THE REQUEST AND SOLE EXPENSE OF ANY GRANTOR
FOLLOWING ANY SUCH TERMINATION OR RELEASE PURSUANT TO PARAGRAPH (A) , (B) OR
(C), THE ADMINISTRATIVE AGENT SHALL PROMPTLY 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 OR RELEASE, WITHOUT RECOURSE OR WARRANTY BY THE
ADMINISTRATIVE AGENT.
8.16.
WAIVER OF JURY TRIAL.
EACH GRANTOR AND, BY ACCEPTANCE
OF THE BENEFITS HEREOF, EACH AGENT AND EACH LENDER, 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.
27
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