the Pledgee and
as has not theretofore been sold or otherwise applied or released pursuant to
this Agreement, together with any moneys at the time held by the Pledgee
hereunder and, with respect to any Collateral consisting of an Uncertificated
Security, a Partnership Interest or a Membership Interest (other than an
Uncertificated Security, Partnership Interest or Membership Interest credited on
the books of a Clearing Corporation or Securities Intermediary), a termination
of the agreement relating thereto executed and delivered by the issuer of such
Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective
partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
As
used in this Agreement, "Termination Date" shall mean the date upon which the
Total Commitment and all Secured Interest Rate Agreements have been terminated,
no Note under the Credit Agreement is outstanding (and all Loans have been paid
in full) and all other Obligations have been paid in full (other than arising
from indemnities for which no request has been made).
(B)
IN THE EVENT THAT ANY PART OF THE COLLATERAL
IS SOLD OR OTHERWISE DISPOSED OF IN CONNECTION WITH A SALE OR OTHER DISPOSITION
PERMITTED BY SECTION 7.02 OF THE CREDIT AGREEMENT OR IS OTHERWISE RELEASED AT
THE DIRECTION OF THE REQUIRED LENDERS (OR ALL THE LENDERS IF REQUIRED BY
SECTION 11.12 OF THE CREDIT AGREEMENT), AND THE PROCEEDS OF SUCH SALE OR OTHER
DISPOSITION OR FROM SUCH RELEASE ARE APPLIED IN ACCORDANCE WITH THE TERMS OF THE
CREDIT AGREEMENT TO THE EXTENT REQUIRED TO BE SO APPLIED, THE PLEDGEE, AT THE
REQUEST AND EXPENSE OF THE RESPECTIVE PLEDGOR, WILL RELEASE SUCH COLLATERAL FROM
THIS AGREEMENT, DULY ASSIGN, TRANSFER AND DELIVER TO SUCH PLEDGOR (WITHOUT
RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY) SUCH OF THE COLLATERAL AS
IS THEN BEING (OR HAS BEEN) SO SOLD, DISPOSED OF OR RELEASED AND AS MAY BE IN
POSSESSION OF THE PLEDGEE AND HAS NOT THERETOFORE BEEN RELEASED PURSUANT TO THIS
AGREEMENT.
(C)
AT ANY TIME THAT ANY PLEDGOR DESIRES THAT
COLLATERAL BE RELEASED AS PROVIDED IN THE FOREGOING SECTION 18(A) OR (B), IT
SHALL DELIVER TO THE PLEDGEE A CERTIFICATE SIGNED BY A PRINCIPAL EXECUTIVE
OFFICER STATING THAT THE RELEASE OF THE RESPECTIVE COLLATERAL IS PERMITTED
PURSUANT TO SECTION 18(A) OR (B).
THE PLEDGEE SHALL HAVE NO LIABILITY
WHATSOEVER TO ANY SECURED CREDITOR AS THE RESULT OF ANY RELEASE OF COLLATERAL BY
IT IN ACCORDANCE WITH (OR WHICH THE PLEDGEE IN THE ABSENCE OF GROSS NEGLIGENCE
AND WILLFUL MISCONDUCT BELIEVES TO BE IN ACCORDANCE WITH) THIS SECTION 18.
19.
NOTICES, ETC.
All notices and other
communications hereunder shall be in writing (including telegraphic, telex,
telecopier, facsimile or cable communication) and
19
shall be delivered, telegraphed, telexed, telecopied, faxed, cabled, or mailed
(by first class mail, postage prepaid):
(I)
IF TO ANY PLEDGOR, AT ITS ADDRESS SET
FORTH OPPOSITE ITS SIGNATURE BELOW;
(II)
IF TO THE PLEDGEE, AT:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York
10005
Attention:
Anca Trifan
Tel:
(212) 250-6159
Fax: