SUCH THAT SUCH PERSON IS NO
LONGER A SUBSIDIARY OF BORROWER IN ACCORDANCE WITH THE TERMS OF EACH LOAN
DOCUMENT.
(B)
UPON ANY SALE OR OTHER TRANSFER BY ANY PLEDGOR OF ANY SECURITIES
COLLATERAL THAT IS PERMITTED UNDER EACH LOAN DOCUMENT TO ANY PERSON THAT IS NOT
A PLEDGOR, OR UPON THE EFFECTIVENESS OF ANY WRITTEN CONSENT TO THE RELEASE OF
THE SECURITY INTERESTS GRANTED HEREBY IN ANY SECURITIES COLLATERAL PURSUANT TO
SECTION 9.08 OF THE CREDIT AGREEMENT, THE SECURITY INTERESTS IN SUCH SECURITIES
COLLATERAL SHALL BE AUTOMATICALLY RELEASED. IF THE CAPITAL STOCK OF A PLEDGOR IS
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO A PERSON THAT IS NOT AN AFFILIATE
OF THE BORROWER SO THAT SUCH PLEDGOR IS NO LONGER A SUBSIDIARY OF THE BORROWER
PURSUANT TO A TRANSACTION PERMITTED BY THE CREDIT AGREEMENT, SUCH PLEDGOR SHALL
BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT WITHOUT FURTHER ACTION.
(C)
IN CONNECTION WITH ANY TERMINATION OR RELEASE PURSUANT TO
PARAGRAPH (A) OR (B), THE COLLATERAL AGENT SHALL EXECUTE AND DELIVER TO ANY
PLEDGOR, AT SUCH PLEDGOR'S EXPENSE, ALL DOCUMENTS THAT SUCH PLEDGOR SHALL
REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION OR RELEASE. ANY EXECUTION AND
DELIVERY OF DOCUMENTS PURSUANT TO THIS SECTION 12 SHALL BE WITHOUT RECOURSE TO
OR WARRANTY BY THE COLLATERAL AGENT.
9
SECTION 13.
NOTICES. ALL COMMUNICATIONS AND NOTICES HEREUNDER SHALL BE
IN WRITING AND GIVEN AS PROVIDED IN SECTION 9.01 OF THE CREDIT AGREEMENT. ALL
COMMUNICATIONS AND NOTICES HEREUNDER TO ANY PLEDGOR THAT IS A DOMESTIC
SUBSIDIARY SHALL BE GIVEN TO IT AT THE BORROWER AT THE BORROWER'S ADDRESS AS
PROVIDED IN SECTION 9.01 OF THE CREDIT AGREEMENT, WITH A COPY TO THE BORROWER.
SECTION 14.
FURTHER ASSURANCES. EACH PLEDGOR AGREES TO DO SUCH FURTHER
ACTS AND THINGS, AND TO EXECUTE AND DELIVER SUCH ADDITIONAL CONVEYANCES,
ASSIGNMENTS, AGREEMENTS AND INSTRUMENTS, AS THE COLLATERAL AGENT MAY AT ANY TIME
REASONABLY REQUEST IN WRITING IN CONNECTION WITH THE ADMINISTRATION AND
ENFORCEMENT OF THIS AGREEMENT OR WITH RESPECT TO THE SECURITIES COLLATERAL OR
ANY PART THEREOF OR IN ORDER TO ASSURE AND CONFIRM UNTO THE COLLATERAL AGENT,
ITS RIGHTS AND REMEDIES HEREUNDER.
SECTION 15.
BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENT. WHENEVER IN
THIS AGREEMENT ANY OF THE PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE
DEEMED TO INCLUDE THE PERMITTED SUCCESSORS AND ASSIGNS OF SUCH PARTY; AND ALL
COVENANTS, PROMISES AND AGREEMENTS BY OR ON BEHALF OF ANY PLEDGOR THAT ARE
CONTAINED IN THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF ITS PERMITTED
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL BECOME EFFECTIVE AS TO ANY PLEDGOR
WHEN A COUNTERPART (INCLUDING A FACSIMILE COPY) HEREOF EXECUTED ON BEHALF OF
SUCH PLEDGOR SHALL HAVE BEEN DELIVERED TO THE COLLATERAL AGENT AND A COUNTERPART
HEREOF SHALL HAVE BEEN EXECUTED ON BEHALF OF THE COLLATERAL AGENT, AND
THEREAFTER SHALL BE BINDING UPON SUCH PLEDGOR AND THE COLLATERAL AGENT AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL ENURE TO THE BENEFIT OF SUCH
PLEDGOR, THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES, AND