495-8097
or at such address or addressed to such other individual as shall have been
furnished in writing by any Person described above to the party required to give
notice hereunder.
Section 5.2
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 LENDERS OR, TO THE EXTENT REQUIRED, ALL OF THE LENDERS AND (Y) THE
PROCEEDS OF
47
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