OR THREE (3) DAYS AFTER DEPOSIT IN THE
U.S. MAILS, PROPER POSTAGE PREPAID.
(C)
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY
(RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES ARISING
HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE
LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG AGENT, LENDERS, AND
ASSIGNORS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER
SECURITY DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.
43
12.7.
ASSIGNOR'S DUTIES.
IT IS EXPRESSLY AGREED, ANYTHING HEREIN CONTAINED TO
THE CONTRARY NOTWITHSTANDING, THAT EACH ASSIGNOR SHALL REMAIN LIABLE TO PERFORM
ALL OF THE OBLIGATIONS, IF ANY, ASSUMED BY IT WITH RESPECT TO THE COLLATERAL AND
NEITHER THE COLLATERAL AGENT NOR ANY OTHER SECURED CREDITOR SHALL HAVE ANY
OBLIGATIONS OR LIABILITIES WITH RESPECT TO ANY COLLATERAL BY REASON OF OR
ARISING OUT OF THIS AGREEMENT, NOR SHALL THE COLLATERAL AGENT NOR ANY OTHER
SECURED CREDITOR BE REQUIRED OR OBLIGATED IN ANY MANNER TO PERFORM OR FULFILL
ANY OF THE OBLIGATIONS OF EACH ASSIGNOR UNDER OR WITH RESPECT TO ANY COLLATERAL.
12.8.
TERMINATION; RELEASE.
(A)
AFTER THE TERMINATION DATE, THIS AGREEMENT AND THE SECURITY INTERESTS
CREATED HEREBY SHALL TERMINATE (PROVIDED THAT ALL INDEMNITIES SET FORTH HEREIN
INCLUDING, WITHOUT LIMITATION, IN SECTION 10.1 HEREOF AND IN SECTION 6 OF ANNEX
N HERETO SHALL SURVIVE SUCH TERMINATION) AND THE COLLATERAL AGENT, AT THE
REQUEST AND EXPENSE OF THE RESPECTIVE ASSIGNOR, WILL PROMPTLY EXECUTE AND
DELIVER TO SUCH ASSIGNOR A PROPER INSTRUMENT OR INSTRUMENTS (INCLUDING UCC
TERMINATION STATEMENTS ON FORM UCC-3) ACKNOWLEDGING THE SATISFACTION AND
TERMINATION OF THIS AGREEMENT, AND WILL DULY ASSIGN, TRANSFER AND DELIVER TO
SUCH ASSIGNOR (WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY) SUCH
OF THE COLLATERAL AS MAY BE IN THE POSSESSION OF THE COLLATERAL AGENT AND AS HAS
NOT THERETOFORE BEEN SOLD OR OTHERWISE APPLIED OR RELEASED PURSUANT TO THIS
AGREEMENT. AS USED IN THIS AGREEMENT, "TERMINATION DATE" SHALL MEAN THE DATE
UPON WHICH THE COMMITMENTS AND ALL US HEDGE AGREEMENTS ENTERED INTO WITH OTHER
CREDITORS HAVE BEEN TERMINATED, NO NOTE IS OUTSTANDING (AND ALL US LOANS HAVE
BEEN REPAID IN FULL), ALL US LETTERS OF CREDIT HAVE BEEN TERMINATED, ALL
ADDITIONAL SENIOR SECURED NOTES AND ALL OTHER OBLIGATIONS UNDER THE NOTE CREDIT
DOCUMENTS HAVE BEEN REPAID IN FULL, ALL SECOND LIEN OBLIGATIONS HAVE BEEN REPAID
IN FULL AND ALL OTHER OBLIGATIONS (OTHER THAN ARISING FROM INDEMNITIES FOR WHICH
NO REQUEST HAS BEEN MADE) THEN OWING HAVE BEEN PAID IN FULL;
PROVIDED, HOWEVER,
AT SUCH TIME AS (X) ALL BANK CREDIT DOCUMENT OBLIGATIONS HAVE BEEN