AS SUCH LOSS, LIABILITY,
EXPENSE OR
8
CLAIM ARISES OUT OF OR IS BASED UPON ANY ALLEGED UNTRUE STATEMENT OF A MATERIAL
FACT CONTAINED IN ANY PROSPECTUS (OR ANY AMENDMENT OR SUPPLEMENT THERETO) OR IN
ANY NOTIFICATION OR OFFERING CIRCULAR, OR ARISES OUT OF OR IS BASED UPON ANY
ALLEGED OMISSION TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS IN ANY THEREOF NOT MISLEADING, EXCEPT INSOFAR
AS THE SAME MAY HAVE BEEN CAUSED BY ANY UNTRUE STATEMENT OR OMISSION BASED UPON
INFORMATION FURNISHED IN WRITING TO SUCH PLEDGOR OR THE ISSUER OF SUCH PLEDGED
SECURITIES BY THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY EXPRESSLY FOR USE
THEREIN. EACH PLEDGOR FURTHER AGREES, UPON SUCH WRITTEN REQUEST REFERRED TO
ABOVE, TO USE ITS REASONABLE BEST EFFORTS TO QUALIFY, FILE OR REGISTER, OR CAUSE
THE ISSUER OF SUCH PLEDGED SECURITIES TO QUALIFY, FILE OR REGISTER, ANY OF THE
PLEDGED SECURITIES UNDER THE BLUE SKY OR OTHER SECURITIES LAWS OF SUCH STATES AS
MAY BE REQUESTED BY THE COLLATERAL AGENT AND KEEP EFFECTIVE, OR CAUSE TO BE KEPT
EFFECTIVE, ALL SUCH QUALIFICATIONS, FILINGS OR REGISTRATIONS. EACH PLEDGOR WILL
BEAR ALL REASONABLE COSTS AND EXPENSES OF CARRYING OUT ITS OBLIGATIONS UNDER
THIS SECTION 11. EACH PLEDGOR ACKNOWLEDGES THAT THERE IS NO ADEQUATE REMEDY AT
LAW FOR FAILURE BY IT TO COMPLY WITH THE PROVISIONS OF THIS SECTION 11 AND THAT
SUCH FAILURE WOULD NOT BE ADEQUATELY COMPENSABLE IN DAMAGES, AND THEREFORE
AGREES THAT ITS AGREEMENTS CONTAINED IN THIS SECTION 11 MAY BE SPECIFICALLY
ENFORCED.
SECTION 12.
TERMINATION OR RELEASE. (A)
THIS AGREEMENT AND THE SECURITY
INTERESTS GRANTED HEREBY (I) SHALL AUTOMATICALLY TERMINATE WHEN ALL THE
OBLIGATIONS HAVE BEEN PAID IN FULL (EXCEPT FOR CONTINGENT INDEMNITY OBLIGATIONS
NOT THEN DUE), THE LENDERS HAVE NO FURTHER COMMITMENT TO LEND UNDER THE CREDIT
AGREEMENT OR TO ISSUE OR PARTICIPATE IN LETTERS OF CREDIT AND THE LC EXPOSURE
HAS BEEN REDUCED TO ZERO (AT WHICH TIME THE COLLATERAL AGENT SHALL EXECUTE AND
DELIVER TO EACH PLEDGOR, AT SUCH PLEDGOR'S EXPENSE, ALL UCC TERMINATION
STATEMENTS OR THEIR EQUIVALENT IN ANY OTHER JURISDICTION AND OTHER DOCUMENTS
WHICH SUCH PLEDGOR SHALL REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION) AND
(II) TO THE EXTENT PERMITTED BY APPLICABLE LAW SHALL CONTINUE TO BE EFFECTIVE OR
SHALL BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME ANY PAYMENT IN RESPECT
OF ANY OBLIGATION IS RESCINDED OR MUST OTHERWISE BE RESTORED BY ANY SECURED
PARTY UPON ANY BANKRUPTCY OR REORGANIZATION OF ANY PLEDGOR OR OTHERWISE. ANY
EXECUTION AND DELIVERY OF TERMINATION STATEMENTS OR DOCUMENTS PURSUANT TO THIS
SECTION 12(A) SHALL BE WITHOUT RECOURSE TO OR WARRANTY BY THE COLLATERAL AGENT.
A SUBSIDIARY GUARANTOR SHALL AUTOMATICALLY BE RELEASED FROM ITS OBLIGATIONS
HEREUNDER AND THE SECURITY INTERESTS IN THE COLLATERAL OF SUCH SUBSIDIARY
GUARANTOR SHALL BE AUTOMATICALLY RELEASED IN THE EVENT THAT THE EQUITY INTERESTS
OF SUCH SUBSIDIARY GUARANTOR SHALL BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
TO A PERSON THAT IS NOT AN AFFILIATE OF BORROWER