AGREEMENT SHALL, AS
BETWEEN THE ADMINISTRATIVE AGENT AND THE SECURED PARTIES, BE GOVERNED BY THE
CREDIT AGREEMENT AND BY SUCH OTHER AGREEMENTS WITH RESPECT THERETO AS MAY EXIST
FROM TIME TO TIME AMONG THEM, BUT, AS BETWEEN THE ADMINISTRATIVE AGENT AND THE
GRANTORS, THE ADMINISTRATIVE AGENT SHALL BE CONCLUSIVELY PRESUMED TO BE ACTING
AS AGENT FOR THE SECURED PARTIES WITH FULL AND VALID AUTHORITY SO TO ACT OR
REFRAIN FROM ACTING, AND NO GRANTOR SHALL BE UNDER ANY OBLIGATION, OR
ENTITLEMENT, TO MAKE ANY INQUIRY RESPECTING SUCH AUTHORITY.
6.4.
SECURITY INTEREST ABSOLUTE.
ALL RIGHTS OF THE
ADMINISTRATIVE AGENT HEREUNDER, THE SECURITY INTEREST AND ALL OBLIGATIONS OF THE
GRANTORS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL.
6.5.
CONTINUING SECURITY INTEREST; ASSIGNMENTS
UNDER THE CREDIT AGREEMENT; RELEASE.
(A)
THIS SECURITY AGREEMENT SHALL REMAIN
IN FULL FORCE AND EFFECT AND BE BINDING IN ACCORDANCE WITH AND TO THE EXTENT OF
ITS TERMS UPON EACH GRANTOR AND THE SUCCESSORS AND ASSIGNS THEREOF AND SHALL
INURE TO THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES
AND THEIR RESPECTIVE SUCCESSORS, INDORSEES, TRANSFEREES AND ASSIGNS UNTIL ALL
OBLIGATIONS UNDER THE CREDIT DOCUMENTS AND THE OBLIGATIONS OF EACH GRANTOR UNDER
THIS SECURITY AGREEMENT SHALL HAVE BEEN SATISFIED BY PAYMENT IN FULL, THE
COMMITMENTS SHALL BE TERMINATED AND NO LETTERS OF CREDIT SHALL BE OUTSTANDING
(OTHER THAN ANY LETTERS OF CREDIT THAT SHALL HAVE BEEN CASH COLLATERALIZED OR
OTHERWISE PROVIDED FOR IN A MANNER SATISFACTORY TO THE LETTER OF CREDIT ISSUER
IN RESPECT THEREOF), NOTWITHSTANDING THAT FROM TIME TO TIME DURING THE TERM OF
THE CREDIT AGREEMENT AND ANY HEDGE AGREEMENT THE CREDIT PARTIES MAY BE FREE FROM
ANY OBLIGATIONS.
(B)
A SUBSIDIARY GRANTOR SHALL AUTOMATICALLY BE
RELEASED FROM ITS OBLIGATIONS HEREUNDER AND THE SECURITY INTEREST IN THE
COLLATERAL OF SUCH SUBSIDIARY GRANTOR SHALL BE AUTOMATICALLY RELEASED UPON THE
CONSUMMATION OF ANY TRANSACTION PERMITTED BY THE CREDIT AGREEMENT AS A RESULT OF
WHICH SUCH SUBSIDIARY GRANTOR CEASES TO BE A DOMESTIC SUBSIDIARY OF THE
BORROWER.
18
(C)
UPON ANY SALE OR OTHER TRANSFER BY ANY
GRANTOR OF ANY COLLATERAL THAT IS PERMITTED UNDER THE CREDIT AGREEMENT, OR UPON
THE EFFECTIVENESS OF ANY WRITTEN CONSENT TO THE RELEASE OF THE SECURITY INTEREST
GRANTED HEREBY IN ANY COLLATERAL PURSUANT TO SECTION 13.1 OF THE CREDIT
AGREEMENT, THE SECURITY INTEREST IN SUCH COLLATERAL SHALL BE AUTOMATICALLY
RELEASED AND SUCH COLLATERAL SOLD FREE AND CLEAR OF THE LIEN AND SECURITY
INTERESTS CREATED HEREBY.
(D)
IN CONNECTION WITH ANY TERMINATION OR
RELEASE PURSUANT TO FOREGOING PARAGRAPH (A), (B) OR (C), THE ADMINISTRATIVE
AGENT SHALL EXECUTE AND DELIVER TO ANY GRANTOR, AT SUCH GRANTOR'S EXPENSE, ALL
DOCUMENTS THAT SUCH GRANTOR SHALL REASONABLY REQUEST TO EVIDENCE SUCH
TERMINATION OR RELEASE.
ANY EXECUTION AND DELIVERY OF DOCUMENTS PURSUANT TO
THIS SUBSECTION 6.5 SHALL BE WITHOUT RECOURSE TO OR WARRANTY BY THE
ADMINISTRATIVE AGENT.
6.6.
REINSTATEMENT.
THIS SECURITY AGREEMENT SHALL
CONTINUE TO BE EFFECTIVE, OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME
PAYMENT, OR ANY PART THEREOF, OF ANY OF THE