BE BINDING UPON THE PLEDGORS, THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS AND (II) INURE, TOGETHER WITH THE RIGHTS AND
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REMEDIES OF THE COLLATERAL AGENT HEREUNDER, TO THE BENEFIT OF THE COLLATERAL
AGENT AND 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
CREDIT AGREEMENT AND, IN THE CASE OF A SECURED PARTY THAT IS A PARTY TO A
HEDGING AGREEMENT, SUCH HEDGING AGREEMENT.
EACH OF THE PLEDGORS AGREES THAT ITS
OBLIGATIONS HEREUNDER AND THE SECURITY INTEREST CREATED HEREUNDER SHALL CONTINUE
TO BE EFFECTIVE OR BE REINSTATED, AS APPLICABLE, IF AT ANY TIME PAYMENT, OR ANY
PART THEREOF, OF ALL OR ANY PART OF THE SECURED OBLIGATIONS IS RESCINDED OR MUST
OTHERWISE BE RESTORED BY THE SECURED PARTY UPON THE BANKRUPTCY OR REORGANIZATION
OF ANY PLEDGOR OR OTHERWISE.
SECTION 11.4.
TERMINATION; RELEASE.
(A)
WHEN ALL THE SECURED OBLIGATIONS HAVE BEEN
PAID IN FULL AND THE COMMITMENTS OF THE LENDERS TO MAKE ANY LOAN UNDER THE
CREDIT AGREEMENT SHALL HAVE EXPIRED OR BEEN SOONER TERMINATED IN ACCORDANCE WITH
THE PROVISIONS OF THE CREDIT AGREEMENT, THIS AGREEMENT SHALL TERMINATE.
UPON
TERMINATION OF THIS AGREEMENT THE PLEDGED COLLATERAL SHALL BE RELEASED FROM THE
LIEN OF THIS AGREEMENT.
UPON SUCH RELEASE OR ANY RELEASE OF PLEDGED COLLATERAL
OR ANY PART THEREOF IN ACCORDANCE WITH THE PROVISIONS OF THE CREDIT AGREEMENT,
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
PLEDGED COLLATERAL OR ANY PART THEREOF 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 PLEDGED COLLATERAL, PROPER DOCUMENTS AND INSTRUMENTS (INCLUDING UCC-3
TERMINATION FINANCING STATEMENTS OR RELEASES) ACKNOWLEDGING THE TERMINATION
HEREOF OR THE RELEASE OF SUCH PLEDGED COLLATERAL, AS THE CASE MAY BE.
(b)
Notwithstanding the foregoing, if (i) the
Obligations have been paid in full and the Commitments of the Lenders to make
any Loan under the Credit Agreement shall have expired or been sooner terminated
in accordance with the provisions of the Credit Agreement, (ii) Secured
Obligations of the type described in clause (b) of the definition of Secured
Obligations ("Remaining Secured Obligations") remain outstanding and (iii) all
or a portion