AGENT HEREUNDER, THE GRANT OF A SECURITY INTEREST IN THE COLLATERAL AND ALL
OBLIGATIONS OF EACH PLEDGOR 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 DEPARTURE FROM THE CREDIT AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT RELATING TO ANY OF THE FOREGOING,
(C) ANY EXCHANGE, RELEASE OR NONPERFECTION OF ANY OTHER COLLATERAL, OR ANY
RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT TO OR DEPARTURE FROM ANY GUARANTY,
FOR ALL OR ANY OF THE OBLIGATIONS OR (D) ANY OTHER CIRCUMSTANCE THAT MIGHT
OTHERWISE CONSTITUTE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF, ANY PLEDGOR IN
RESPECT OF THE OBLIGATIONS OR IN RESPECT OF THIS AGREEMENT (OTHER THAN THE
INDEFEASIBLE PAYMENT IN FULL OF ALL THE OBLIGATIONS).
SECTION 14.
TERMINATION OR RELEASE.
(A)
THIS AGREEMENT AND THE PLEDGE OF PLEDGED SECURITIES SHALL CONTINUE
IN EFFECT (NOTWITHSTANDING THE FACT THAT FROM TIME TO TIME THERE MAY BE NO
OBLIGATIONS OUTSTANDING) UNTIL (I) THE CREDIT AGREEMENT HAS TERMINATED PURSUANT
TO ITS EXPRESS TERMS AND (II) ALL OF THE
12
Obligations (other than contingent obligations for which no claims has been
made) have been indefeasibly paid and performed in full (or with respect to any
outstanding Letters of Credit, a cash deposit has been delivered to the
Administrative Agent as required by the Credit Agreement) and no commitments of
the Agents or the Lenders which would give rise to any Obligations are
outstanding. Upon payment in full in cash of the outstanding Obligations and the
expiration or termination of the Commitments, the security interest granted
hereby shall terminate and all right to the Collateral shall revert to the
Pledgors or any other Person entitled thereto. Upon such termination, the
Administrative Agent will authorize the filing of appropriate UCC termination
statements to terminate such security interests and shall, at the expense of the
Pledgors, execute and deliver to such Pledgor such documents as such Pledgor
shall reasonably request to evidence the termination of such security interests
or the release of such Collateral, as applicable.
(B)
A PLEDGOR SHALL AUTOMATICALLY BE RELEASED FROM ITS OBLIGATIONS
HEREUNDER AND THE PLEDGE OF THE COLLATERAL OF SUCH PLEDGOR SHALL BE
AUTOMATICALLY RELEASED IN THE EVENT THAT ALL CAPITAL STOCK OF SUCH PLEDGOR SHALL
BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO A PERSON THAT IS NOT AN
AFFILIATE OF THE PARENT BORROWER IN ACCORDANCE WITH THE TERMS OF THE CREDIT
AGREEMENT; PROVIDED THAT THE REQUIRED LENDERS SHALL HAVE CONSENTED TO SUCH SALE,
TRANSFER OR OTHER DISPOSITION (TO THE EXTENT REQUIRED BY THE CREDIT AGREEMENT)
AND THE TERMS OF SUCH CONSENT DID NOT