DISCHARGE.
(1)
THE SECURITY INTEREST SHALL BE DISCHARGED
UPON, BUT ONLY UPON THE TERMINATION DATE.
UPON DISCHARGE OF THE SECURITY
INTEREST AND AT THE REQUEST AND EXPENSE OF THE OBLIGOR, THE COLLATERAL AGENT
SHALL EXECUTE AND DELIVER TO THE OBLIGOR SUCH RELEASES, DISCHARGES, FINANCING
STATEMENTS AND OTHER DOCUMENTS OR INSTRUMENTS AS THE OBLIGOR MAY REASONABLY
REQUIRE AND TRANSFER AND DELIVER TO THE OBLIGOR THE COLLATERAL IN ITS
POSSESSION.
(2)
SO LONG AS NO PAYMENT DEFAULT ON ANY OF THE
OBLIGATIONS IS IN EXISTENCE OR WOULD EXIST AFTER THE APPLICATION OF PROCEEDS AS
PROVIDED BELOW, THE COLLATERAL AGENT SHALL, AT THE REQUEST OF THE OBLIGOR,
RELEASE ANY OR ALL OF THE COLLATERAL, PROVIDED THAT (X) SUCH RELEASE IS
PERMITTED BY THE TERMS OF THE SECURED DEBT AGREEMENTS OR OTHERWISE HAS BEEN
APPROVED IN WRITING BY THE REQUIRED
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LENDERS OR, TO THE EXTENT REQUIRED, ALL OF THE LENDERS AND (Y) THE PROCEEDS OF
SUCH COLLATERAL ARE APPLIED TO THE EXTENT REQUIRED PURSUANT TO THE RESPECTIVE
SECURED DEBT AGREEMENTS OR ANY CONSENT OR WAIVER WITH RESPECT THERETO.
FURTHERMORE, UPON THE RELEASE OF THE OBLIGOR FROM THE GUARANTEE IN ACCORDANCE
WITH THE PROVISIONS THEREOF, THE OBLIGOR (AND THE COLLATERAL AT SUCH TIME
ASSIGNED BY THE OBLIGOR PURSUANT HERETO) SHALL BE RELEASED FROM THIS SECURITY
AGREEMENT.
(3)
AT ANY TIME THAT THE OBLIGOR DESIRES THAT
THE COLLATERAL AGENT TAKE ANY ACTION TO GIVE EFFECT TO ANY RELEASE OF COLLATERAL
PURSUANT TO THE FOREGOING SECTION 5.2(1) OR SECTION 5.2(2), IT SHALL DELIVER TO
THE COLLATERAL AGENT A CERTIFICATE SIGNED BY AN AUTHORIZED OFFICER STATING THAT
THE RELEASE OF THE RESPECTIVE COLLATERAL IS PERMITTED PURSUANT TO SECTION 5.2(1)
OR SECTION 5.2(2); PROVIDED THAT, SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, IN THE EVENT THE OBLIGOR SELLS UNITS OR OTHER
INVENTORY IN THE ORDINARY COURSE AS (AND TO THE EXTENT) PERMITTED ELSEWHERE IN
THE CREDIT DOCUMENTS, THE OBLIGOR SHALL NOT BE REQUIRED TO DELIVER A CERTIFICATE
IN CONNECTION THEREWITH AND THE RELEASE OF SUCH UNITS OR OTHER INVENTORY SHALL
BE EFFECTED AS CONTEMPLATED BY THE BAILEE AGREEMENT AND CUSTODIAN AGREEMENT.
IN
THE EVENT THAT ANY PART OF THE COLLATERAL IS RELEASED AS PROVIDED IN
SECTION 5.2(2), THE COLLATERAL AGENT, AT THE REQUEST AND EXPENSE OF THE OBLIGOR,
WILL DULY ASSIGN, TRANSFER AND DELIVER TO THE OBLIGOR OR ITS DESIGNEE (WITHOUT
RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY) SUCH OF THE COLLATERAL AS
IS THEN BEING (OR HAS BEEN) SO SOLD AND AS MAY BE IN THE POSSESSION OF THE
COLLATERAL AGENT AND HAS NOT THERETOFORE BEEN RELEASED PURSUANT TO THIS SECURITY
AGREEMENT.
THE COLLATERAL AGENT SHALL HAVE NO LIABILITY WHATSOEVER TO ANY
SECURED CREDITOR AS THE RESULT OF ANY RELEASE OF COLLATERAL BY IT AS PERMITTED
BY THIS SECTION 5.2.
UPON ANY RELEASE OF COLLATERAL PURSUANT TO SECTION 5.2(1)
OR SECTION 5.2(2), NONE OF THE SECURED CREDITORS SHALL HAVE ANY CONTINUING RIGHT
OR INTEREST IN SUCH COLLATERAL, OR THE PROCEEDS THEREOF.
(4)
TO THE EXTENT NOT OTHERWISE PROVIDED IN