OF A SECURITY INTEREST IN THE
PLEDGED COLLATERAL AND ALL OBLIGATIONS OF EACH GRANTOR AND GUARANTOR HEREUNDER
SHALL BE ABSOLUTE AND UNCONDITIONAL IRRESPECTIVE OF (A) ANY LACK OF VALIDITY OR
ENFORCEABILITY OF THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, ANY AGREEMENT
WITH RESPECT TO ANY OF THE OBLIGATIONS OR ANY OTHER AGREEMENT OR INSTRUMENT
RELATING TO ANY OF THE FOREGOING, (B) ANY CHANGE IN THE TIME, MANNER OR PLACE OF
PAYMENT OF, OR IN ANY OTHER TERM OF, ALL OR ANY OF THE OBLIGATIONS, OR ANY OTHER
AMENDMENT OR WAIVER OF OR ANY CONSENT TO ANY
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DEPARTURE FROM THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER
AGREEMENT OR INSTRUMENT, (C) ANY EXCHANGE, RELEASE OR NON-PERFECTION OF ANY LIEN
ON OTHER COLLATERAL, OR ANY RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT UNDER
OR DEPARTURE FROM ANY GUARANTEE, SECURING OR GUARANTEEING ALL OR ANY OF THE
OBLIGATIONS, OR (D) ANY OTHER CIRCUMSTANCE THAT MIGHT OTHERWISE CONSTITUTE A
DEFENSE AVAILABLE TO, OR A DISCHARGE OF, ANY GRANTOR OR GUARANTOR IN RESPECT OF
THE OBLIGATIONS OR THIS AGREEMENT.
SECTION 7.13. Termination or Release.
(a)
This Agreement, the Guarantees made
herein, the Security Interest, the grant of a security interest in the Pledged
Collateral and all other security interests granted hereby shall terminate upon
the payment in full in cash of the Loans and all the other Loan Documents
Obligations (other than unasserted contingent and indemnification obligations),
termination of all Commitments and Incremental Revolving Commitments and
reduction of all exposure under any letters of credit issued under the Credit
Agreement to zero (or the making of other arrangements satisfactory to the
issuers thereof).
(B)
A SUBSIDIARY PARTY SHALL AUTOMATICALLY BE RELEASED FROM ITS OBLIGATIONS
HEREUNDER AND THE SECURITY INTEREST IN THE COLLATERAL OF SUCH SUBSIDIARY PARTY
SHALL BE AUTOMATICALLY RELEASED UPON THE CONSUMMATION OF ANY TRANSACTION
PERMITTED BY THE CREDIT AGREEMENT AS A RESULT OF WHICH SUCH SUBSIDIARY PARTY
CEASES TO BE A SUBSIDIARY; PROVIDED THAT THE REQUIRED LENDERS SHALL HAVE
CONSENTED TO SUCH TRANSACTION (TO THE EXTENT REQUIRED BY THE CREDIT AGREEMENT)
AND THE TERMS OF SUCH CONSENT DID NOT PROVIDE OTHERWISE.
(C)
UPON ANY SALE OR OTHER TRANSFER BY ANY GRANTOR OF ANY COLLATERAL THAT IS
PERMITTED UNDER THE CREDIT AGREEMENT (OTHER THAN A SALE OR OTHER TRANSFER TO A
LOAN PARTY), OR UPON THE EFFECTIVENESS OF ANY WRITTEN CONSENT TO THE RELEASE OF
THE SECURITY INTEREST GRANTED HEREBY IN ANY COLLATERAL PURSUANT TO SECTION 9.09
OF THE CREDIT AGREEMENT, THE SECURITY INTEREST IN SUCH COLLATERAL SHALL BE
AUTOMATICALLY RELEASED.
(D)
AT ANY TIME THAT A GRANTOR DESIRES THAT THE ADMINISTRATIVE AGENT TAKE ANY
ACTION TO ACKNOWLEDGE OR GIVE EFFECT TO ANY RELEASE OF A GRANTOR OR COLLATERAL
PURSUANT TO THE FOREGOING SECTION 7.13(A), (B) OR (C), THE BORROWER SHALL
DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE SIGNED BY A PRINCIPAL
EXECUTIVE OFFICER OF THE BORROWER STATING THAT THE RELEASE OF THE RESPECTIVE
GRANTOR OR COLLATERAL IS PERMITTED PURSUANT TO SUCH SECTION 7.13(A), (B) OR
(C).
IN CONNECTION