(or the making of other arrangements satisfactory to the issuers thereof).
(B)
A SUBSIDIARY PARTY (OTHER THAN ANY BORROWER) SHALL AUTOMATICALLY BE
RELEASED FROM ITS OBLIGATIONS HEREUNDER AND THE SECURITY INTEREST IN THE
COLLATERAL OF SUCH SUBSIDIARY PARTY (OTHER THAN ANY BORROWER) SHALL BE
AUTOMATICALLY RELEASED UPON THE CONSUMMATION OF ANY TRANSACTION PERMITTED BY THE
CREDIT AGREEMENT AS A RESULT OF WHICH SUCH SUBSIDIARY PARTY (OTHER THAN ANY
BORROWER) CEASES TO BE A SUBSIDIARY; PROVIDED THAT THE REQUIRED LENDERS SHALL
HAVE CONSENTED TO SUCH TRANSACTION (TO THE EXTENT REQUIRED BY THE CREDIT
AGREEMENT) AND THE TERMS OF SUCH CONSENT DID NOT PROVIDE OTHERWISE.
(C)
UPON ANY SALE OR OTHER TRANSFER BY ANY GRANTOR OF ANY COLLATERAL THAT IS
PERMITTED UNDER THE CREDIT AGREEMENT (OTHER THAN A SALE OR OTHER TRANSFER TO A
U.S. LOAN PARTY), OR UPON THE EFFECTIVENESS OF ANY WRITTEN CONSENT TO THE
RELEASE OF THE SECURITY INTEREST GRANTED HEREBY IN ANY COLLATERAL PURSUANT TO
SECTION 12.10 OF THE CREDIT AGREEMENT, THE SECURITY INTEREST IN SUCH COLLATERAL
SHALL BE AUTOMATICALLY RELEASED.
(D)
AT ANY TIME THAT A GRANTOR DESIRES THAT THE SECURITY AGENT TAKE ANY ACTION
TO ACKNOWLEDGE OR GIVE EFFECT TO ANY RELEASE OF A GRANTOR OR COLLATERAL PURSUANT
TO THE FOREGOING SECTION 7.13(A), (B) OR (C), HOLDINGS SHALL DELIVER TO THE
SECURITY AGENT A CERTIFICATE SIGNED BY A PRINCIPAL EXECUTIVE OFFICER OF HOLDINGS
STATING THAT THE RELEASE OF THE RESPECTIVE GRANTOR OR COLLATERAL IS PERMITTED
PURSUANT TO SUCH SECTION 7.13(A), (B) OR (C).
IN CONNECTION WITH ANY
TERMINATION OR RELEASE PURSUANT TO PARAGRAPH (A), (B) OR (C), THE SECURITY 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; PROVIDED, HOWEVER, THAT (I) THE SECURITY AGENT SHALL NOT
BE REQUIRED TO EXECUTE ANY SUCH DOCUMENT ON TERMS WHICH, IN ITS OPINION, WOULD
EXPOSE IT TO LIABILITY OR CREATE ANY OBLIGATION OR ENTAIL ANY CONSEQUENCE OTHER
THAN THE RELEASE OF SUCH LIENS WITHOUT RECOURSE OR WARRANTY, AND (II) SUCH
RELEASE SHALL NOT IN ANY MANNER DISCHARGE, AFFECT OR IMPAIR THE U.S. SECURED
OBLIGATIONS OR ANY LIENS UPON (OR OBLIGATIONS OF HOLDINGS OR ANY OF THE
SUBSIDIARIES IN RESPECT OF) ALL INTERESTS IN COLLATERAL RETAINED BY HOLDINGS OR
ANY OF THE SUBSIDIARIES.
ANY EXECUTION AND DELIVERY OF DOCUMENTS PURSUANT TO
THIS SECTION 7.13 SHALL BE WITHOUT RECOURSE TO OR WARRANTY BY THE SECURITY
AGENT.
(E)
THE SECURITY AGENT SHALL HAVE NO LIABILITY WHATSOEVER TO ANY OTHER SECURED
PARTY AS THE RESULT OF ANY RELEASE OF ANY SUBSIDIARY PARTY OR COLLATERAL BY IT
IN
40
ACCORDANCE WITH (OR WHICH THE SECURITY AGENT IN GOOD FAITH BELIEVES TO BE IN
ACCORDANCE WITH) THIS SECTION 7.13.
SECTION 7.14.
Additional Subsidiaries.
Pursuant to Sections 9.09, 10.05(f) and
10.15 of the Credit Agreement, certain Domestic Subsidiaries of Holdings are
required to enter into this Agreement as a Subsidiary Party.
Upon execution and
delivery by the Security Agent and a Subsidiary of an instrument in the form