the date of the Credit Agreement is required to
enter in this Agreement as a Subsidiary Party promptly upon becoming a
Subsidiary.
Upon execution and delivery by the Agent and a Subsidiary of an
instrument in the form of Exhibit L hereto, such Subsidiary shall become a
Subsidiary Party hereunder with the same force and effect as if originally named
as a Subsidiary Party herein.
The execution and delivery of any such instrument
shall not require the consent of any other Loan Party hereunder.
The rights and
obligations of each Loan Party hereunder shall remain in full force and effect
notwithstanding the addition of any new Loan Party as a party to this Agreement.
Section 7.14.
Headings.
The title of and section headings in this
Security Agreement are for convenience of reference only, and shall not govern
the interpretation of any of the terms and provisions of this Security
Agreement.
Section 7.15.
Termination or Release.
(A)
THIS SECURITY AGREEMENT SHALL CONTINUE IN EFFECT UNTIL (I) THE
CREDIT AGREEMENT HAS TERMINATED PURSUANT TO ITS EXPRESS TERMS AND (II) ALL OF
THE SECURED OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID AND PERFORMED IN FULL (OR
WITH RESPECT TO ANY OUTSTANDING LETTERS OF CREDIT, HAVE BEEN CASH COLLATERALIZED
AS REQUIRED BY THE CREDIT AGREEMENT) AND NO COMMITMENTS OF THE AGENT OR THE
LENDERS WHICH WOULD GIVE RISE TO ANY SECURED OBLIGATIONS ARE OUTSTANDING.
(B)
A SUBSIDIARY PARTY SHALL AUTOMATICALLY BE RELEASED FROM ITS
OBLIGATIONS HEREUNDER AND THE SECURITY INTERESTS CREATED HEREUNDER IN THE
COLLATERAL OF SUCH SUBSIDIARY PARTY SHALL BE AUTOMATICALLY RELEASED UPON THE
CONSUMMATION OF ANY TRANSACTION PERMITTED PURSUANT TO THE CREDIT AGREEMENT AS A
RESULT OF WHICH SUCH SUBSIDIARY PARTY CEASES TO BE A SUBSIDIARY.
(C)
UPON ANY SALE, LEASE, TRANSFER OR OTHER DISPOSITION BY ANY GRANTOR
OF ANY COLLATERAL THAT IS PERMITTED UNDER SECTION 4.1(D) TO ANY PERSON THAT IS
NOT ANOTHER GRANTOR OR, UPON THE EFFECTIVENESS OF ANY WRITTEN CONSENT TO THE
RELEASE OF THE SECURITY INTEREST GRANTED HEREBY IN ANY COLLATERAL PURSUANT TO
SECTION 9.02 OF THE CREDIT AGREEMENT, THE SECURITY INTEREST IN SUCH COLLATERAL
SHALL BE AUTOMATICALLY RELEASED.
33
(D)
IN THE EVENT THAT RULE 3-10 OR RULE 3-16 OF REGULATION S-X OF THE
EXCHANGE ACT IS AMENDED, MODIFIED OR INTERPRETED BY THE SEC OR ANY OTHER
RELEVANT GOVERNMENTAL AUTHORITY TO REQUIRE (OR IS REPLACED WITH ANOTHER RULE OR
REGULATION, OR ANY OTHER LAW, RULE OR REGULATION IS ADOPTED, WHICH WOULD
REQUIRE) THE FILING WITH THE SEC (OR ANY OTHER GOVERNMENTAL AUTHORITY) OF
SEPARATE FINANCIAL STATEMENTS OF ANY SUBSIDIARY OF THE COMPANY DUE TO THE FACT
THAT THE EQUITY INTERESTS OF SUCH SUBSIDIARY ARE PLEDGED UNDER THIS SECURITY
AGREEMENT, THEN THE EQUITY INTERESTS OF SUCH SUBSIDIARY SHALL AUTOMATICALLY BE
DEEMED NOT TO BE PART OF THE COLLATERAL TO THE EXTENT NECESSARY NOT TO BE
SUBJECT TO SUCH REQUIREMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
SECURITY AGREEMENT, IF EQUITY INTERESTS OF ANY SUBSIDIARY ARE NOT REQUIRED TO BE
PLEDGED UNDER THIS AGREEMENT BECAUSE RULE 3-10 OR RULE 3-16