THE OTHER SECURED PARTIES
AND EACH OF THEIR RESPECTIVE SUCCESSORS, TRANSFEREES AND ASSIGNS.
NO OTHER
PERSONS (INCLUDING ANY OTHER CREDITOR OF ANY PLEDGOR) SHALL HAVE ANY INTEREST
HEREIN OR ANY RIGHT OR BENEFIT WITH RESPECT HERETO.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING CLAUSE (II), ANY SECURED PARTY MAY ASSIGN OR
OTHERWISE TRANSFER ANY INDEBTEDNESS HELD BY IT SECURED BY THIS AGREEMENT TO ANY
OTHER PERSON, AND SUCH OTHER PERSON SHALL THEREUPON BECOME VESTED WITH ALL THE
BENEFITS IN RESPECT THEREOF GRANTED TO SUCH SECURED PARTY, HEREIN OR OTHERWISE,
SUBJECT HOWEVER, TO THE PROVISIONS OF THE INDENTURE.
SECTION 11.4.
TERMINATION; RELEASE.
THE COLLATERAL SHALL BE RELEASED FROM
THE LIEN OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE.
UPON TERMINATION
32
HEREOF OR ANY RELEASE OF COLLATERAL IN ACCORDANCE WITH THE PROVISIONS OF THE
INDENTURE, THE COLLATERAL AGENT SHALL, UPON THE REQUEST AND AT THE SOLE COST AND
EXPENSE OF THE PLEDGORS, ASSIGN, TRANSFER AND DELIVER TO PLEDGOR, AGAINST
RECEIPT AND WITHOUT RECOURSE TO OR WARRANTY BY THE COLLATERAL AGENT EXCEPT AS TO
THE FACT THAT THE COLLATERAL AGENT HAS NOT ENCUMBERED THE RELEASED ASSETS, SUCH
OF THE COLLATERAL TO BE RELEASED (IN THE CASE OF A RELEASE) AS MAY BE IN
POSSESSION OF THE COLLATERAL AGENT AND AS SHALL NOT HAVE BEEN SOLD OR OTHERWISE
APPLIED PURSUANT TO THE TERMS HEREOF, AND, WITH RESPECT TO ANY OTHER COLLATERAL,
PROPER DOCUMENTS AND INSTRUMENTS (INCLUDING UCC-3 TERMINATION STATEMENTS OR
RELEASES) ACKNOWLEDGING THE TERMINATION HEREOF OR THE RELEASE OF SUCH
COLLATERAL, AS THE CASE MAY BE.
THE COLLATERAL AGENT MAY CONCLUSIVELY RELY ON
ANY CERTIFICATE DELIVERED TO IT BY THE PLEDGORS STATING THAT THE EXECUTION OF
SUCH DOCUMENTS AND RELEASE OF THE COLLATERAL IS IN ACCORDANCE WITH AND PERMITTED
BY THE TERMS OF THIS AGREEMENT AND THE INDENTURE.
SECTION 11.5.
MODIFICATION IN WRITING.
THIS AGREEMENT MAY BE AMENDED,
MODIFIED OR WAIVED AND COLLATERAL RELEASED FROM THE LIENS CREATED HEREBY, IN
ACCORDANCE WITH THE TERMS OF THE INDENTURE, INCLUDING SECTIONS 9.1, 9.2, 10.5,
10.6, 10.7 AND 11.4 OF THE INDENTURE.
NO AMENDMENT, MODIFICATION, SUPPLEMENT,
TERMINATION OR WAIVER OF OR TO ANY PROVISION HEREOF, NOR CONSENT TO ANY
DEPARTURE BY ANY PLEDGOR THEREFROM, SHALL BE EFFECTIVE UNLESS THE SAME SHALL BE
MADE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE AND UNLESS IN WRITING AND
SIGNED BY THE COLLATERAL AGENT.
ANY AMENDMENT, MODIFICATION OR SUPPLEMENT OF OR
TO ANY PROVISION HEREOF, ANY WAIVER OF ANY PROVISION HEREOF AND ANY CONSENT TO
ANY DEPARTURE BY ANY PLEDGOR FROM THE TERMS OF ANY PROVISION HEREOF SHALL BE
EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH
MADE OR GIVEN.
EXCEPT WHERE NOTICE IS SPECIFICALLY REQUIRED BY THIS AGREEMENT
OR ANY OTHER DOCUMENT EVIDENCING THE SENIOR SECURED OBLIGATIONS, NO NOTICE TO OR
DEMAND ON ANY PLEDGOR IN ANY CASE SHALL ENTITLE ANY PLEDGOR TO ANY OTHER OR
FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.
SECTION 11.6.
NOTICES.
UNLESS OTHERWISE PROVIDED HEREIN OR IN THE
INDENTURE, ANY NOTICE OR