DISCRETION,
NOTWITHSTANDING ANY ENTRY TO THE CONTRARY UPON ANY OF ITS BOOKS AND RECORDS.
15
11.
RELEASE OF COLLATERAL.
UPON REQUEST, THE COLLATERAL AGENT SHALL
PROMPTLY DELIVER TO THE APPLICABLE GRANTOR (AT THE GRANTOR'S EXPENSE)
APPROPRIATE RELEASE DOCUMENTATION TO THE EXTENT THE RELEASE OF COLLATERAL IS
PERMITTED UNDER, AND ON THE TERMS AND CONDITIONS SET FORTH IN
SECTION 10.10(B) OF THE CREDIT AGREEMENT; PROVIDED, THAT ANY SUCH RELEASE, OR
THE SUBSTITUTION OF ANY OF THE COLLATERAL FOR OTHER COLLATERAL, WILL NOT ALTER,
VARY OR DIMINISH IN ANY WAY THE FORCE, EFFECT, LIEN, PLEDGE OR SECURITY INTEREST
OF THIS SECURITY AGREEMENT AS TO ANY AND ALL COLLATERAL NOT EXPRESSLY RELEASED
OR SUBSTITUTED, AND THIS SECURITY AGREEMENT SHALL CONTINUE AS A FIRST PRIORITY
LIEN (SUBJECT TO PERMITTED LIENS) ON ANY AND ALL COLLATERAL NOT EXPRESSLY
RELEASED OR SUBSTITUTED.
12.
COSTS AND EXPENSES.
AT ALL TIMES HEREAFTER, WHETHER OR NOT UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT, THE GRANTORS AGREE TO PROMPTLY PAY UPON
DEMAND ANY AND ALL REASONABLE COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS) OF THE COLLATERAL AGENT AND THE HOLDERS OF
THE OBLIGATIONS TO THE EXTENT REQUIRED UNDER SECTION 11.04 OF THE CREDIT
AGREEMENT.
ALL OF THE FOREGOING COSTS AND EXPENSES SHALL CONSTITUTE OBLIGATIONS
HEREUNDER.
13.
CONTINUING AGREEMENT.
(A)
THIS SECURITY AGREEMENT SHALL BE A CONTINUING AGREEMENT IN EVERY
RESPECT AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE TERMINATION OF THE
AGGREGATE COMMITMENTS AND PAYMENT IN FULL OF ALL OBLIGATIONS (OTHER THAN
(A) CONTINGENT INDEMNIFICATION OBLIGATIONS NOT THEN DUE AND PAYABLE AND
(B) OBLIGATIONS AND LIABILITIES UNDER SWAP CONTRACTS AND TREASURY MANAGEMENT
AGREEMENTS NOT THEN DUE AND PAYABLE) AND THE EXPIRATION OR TERMINATION OF ALL
LETTERS OF CREDIT (OR IF ANY LETTERS OF CREDIT SHALL REMAIN OUTSTANDING, UPON
THE (X) THE CASH COLLATERALIZATION OF THE OUTSTANDING AMOUNT OF LETTERS OF
CREDIT ON TERMS SATISFACTORY TO THE ADMINISTRATIVE AGENT AND L/C ISSUER OR
(Y) THE RECEIPT BY THE L/C ISSUER OF A BACKSTOP LETTER OF CREDIT ON TERMS
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND L/C ISSUER).
UPON SUCH PAYMENT AND
TERMINATION AND TERMINATION (OR OTHER SATISFACTION) OF ALL LETTERS OF CREDIT,
THIS SECURITY AGREEMENT SHALL BE AUTOMATICALLY TERMINATED AND THE COLLATERAL
AGENT SHALL, UPON THE REQUEST AND AT THE EXPENSE OF THE GRANTORS, FORTHWITH
RELEASE ALL OF ITS LIENS AND SECURITY INTERESTS HEREUNDER AND SHALL EXECUTE AND
DELIVER ALL UCC TERMINATION STATEMENTS AND/OR OTHER DOCUMENTS REASONABLY
REQUESTED BY THE GRANTORS EVIDENCING SUCH TERMINATION.
NOTWITHSTANDING THE
FOREGOING, ALL INDEMNITIES PROVIDED HEREUNDER SHALL SURVIVE TERMINATION OF THIS
SECURITY AGREEMENT.
(B)
THIS SECURITY AGREEMENT SHALL CONTINUE TO BE EFFECTIVE OR BE
AUTOMATICALLY REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, IN WHOLE
OR IN PART, OF ANY OF THE OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED
OR RETURNED BY THE COLLATERAL AGENT OR ANY HOLDER OF THE OBLIGATIONS AS A
PREFERENCE, FRAUDULENT CONVEYANCE OR OTHERWISE UNDER ANY BANKRUPTCY, INSOLVENCY
OR SIMILAR LAW, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE; PROVIDED THAT IN