PAID IN FULL
IN CASH IN ACCORDANCE WITH THE TERMS THEREOF AND ALL COMMITMENTS AND US LETTERS
OF CREDIT UNDER THE BANK CREDIT AGREEMENT HAVE BEEN TERMINATED OR (Y) EACH OF
THE BANK LENDER CREDITORS, THE OTHER CREDITORS HAVE RELEASED THEIR LIENS ON ALL
OF THE COLLATERAL THEN, IN EITHER CASE, THIS AGREEMENT AND THE SECURITY
INTERESTS CREATED HEREBY SHALL TERMINATE (PROVIDED THAT ALL INDEMNITIES SET
FORTH HEREIN (INCLUDING, WITHOUT LIMITATION, IN SECTION 10.1 HEREOF) AND IN
SECTION 6 OF ANNEX N HERETO SHALL SURVIVE SUCH TERMINATION) UNLESS, IN THE CASE
OF PRECEDING CLAUSE (X), ANY EVENT OF DEFAULT UNDER EITHER THE NOTE CREDIT
AGREEMENT OR THE SENIOR SECURED NOTE INDENTURE EXISTS AS OF THE DATE ON WHICH
THE BANK CREDIT DOCUMENT OBLIGATIONS ARE REPAID IN FULL AND TERMINATED AS
DESCRIBED IN SUCH CLAUSE (X), IN WHICH CASE THE SECURITY INTERESTS CREATED UNDER
THIS AGREEMENT IN FAVOR OF THE NOTE LENDER CREDITORS AND THE SECOND LIEN
CREDITORS WILL NOT BE RELEASED EXCEPT TO THE EXTENT THE COLLATERAL OR ANY
PORTION THEREOF WAS DISPOSED OF IN ORDER TO REPAY THE FIRST LIEN OBLIGATIONS
(ALTHOUGH THE SECURITY INTERESTS CREATED IN FAVOR OF THE NOTE LENDER CREDITORS
AND THE SECOND LIEN CREDITORS WILL BE RELEASED WHEN SUCH EVENT OF DEFAULT AND
ALL OTHER EVENTS OF DEFAULT UNDER THE NOTE CREDIT AGREEMENT AND THE SENIOR
SECURED NOTE INDENTURE CEASE TO EXIST).
(B)
IN THE EVENT THAT ANY PART OF THE COLLATERAL IS SOLD OR OTHERWISE DISPOSED
OF (TO A PERSON OTHER THAN A CREDIT PARTY) IN CONNECTION WITH A SALE OR OTHER
DISPOSITION PERMITTED BY THE RESPECTIVE SECURED DEBT AGREEMENTS OR IS OTHERWISE
RELEASED AT THE DIRECTION OF THE
44
REQUIRED SECURED CREDITORS, AND THE PROCEEDS OF ANY SUCH SALE OR DISPOSITION ARE
APPLIED IN ACCORDANCE WITH THE TERMS OF THE RESPECTIVE SECURED DEBT AGREEMENTS,
TO THE EXTENT REQUIRED TO BE SO APPLIED, THE COLLATERAL AGENT, AT THE REQUEST
AND EXPENSE OF SUCH ASSIGNOR, WILL (I) DULY ASSIGN, TRANSFER AND DELIVER TO SUCH
ASSIGNOR (WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY) SUCH OF
THE COLLATERAL AS IS THEN BEING (OR HAS BEEN) SO SOLD, DISPOSED OF OR RELEASED
AND AS MAY BE IN THE POSSESSION OF THE COLLATERAL AGENT AND HAS NOT THERETOFORE
BEEN RELEASED PURSUANT TO THIS AGREEMENT AND/OR (II) EXECUTE SUCH RELEASES AND
DISCHARGES IN RESPECT OF SUCH COLLATERAL AS IS THEN BEING (OR HAS BEEN) SO SOLD,
DISPOSED OF OR RELEASED AS SUCH ASSIGNOR MAY REASONABLY REQUEST.
(C)
AT ANY TIME THAT THE RESPECTIVE ASSIGNOR DESIRES THAT COLLATERAL BE
RELEASED AS PROVIDED IN SECTION 12.8(A) OR (B) HEREOF, SUCH ASSIGNOR SHALL
DELIVER TO THE COLLATERAL AGENT A CERTIFICATE SIGNED BY AN AUTHORIZED OFFICER OF
SUCH ASSIGNOR STATING THAT THE RELEASE OF THE RESPECTIVE COLLATERAL IS PERMITTED
PURSUANT TO SECTION 12.8(A) OR (B) HEREOF. IF REQUESTED BY THE COLLATERAL AGENT
(ALTHOUGH THE COLLATERAL AGENT SHALL HAVE NO OBLIGATION TO MAKE ANY SUCH
REQUEST), THE RELEVANT ASSIGNOR SHALL FURNISH APPROPRIATE LEGAL OPINIONS (FROM
COUNSEL, WHICH MAY BE IN-HOUSE COUNSEL, REASONABLY ACCEPTABLE