PROVIDE OTHERWISE.
(C)
UPON ANY SALE OR OTHER TRANSFER BY ANY PLEDGOR OF ANY COLLATERAL
THAT IS PERMITTED UNDER THE CREDIT AGREEMENT, PROVIDED THAT THE REQUIRED LENDERS
SHALL HAVE CONSENTED TO SUCH TRANSACTION (TO THE EXTENT REQUIRED BY THE CREDIT
AGREEMENT) AND THE TERMS OF SUCH CONSENT DID NOT PROVIDE OTHERWISE, OR UPON THE
EFFECTIVENESS OF ANY WRITTEN CONSENT TO THE RELEASE OF THE SECURITY INTEREST
GRANTED HEREBY IN ANY COLLATERAL PURSUANT TO SECTION 10.02 OF THE CREDIT
AGREEMENT, THE SECURITY INTEREST IN SUCH COLLATERAL SHALL BE AUTOMATICALLY
RELEASED.
(D)
IF ANY OF THE 2004 NOTES FIRST LIEN COLLATERAL (AS DEFINED IN THE
INTERCREDITOR AGREEMENT) SHALL BECOME SUBJECT TO THE RELEASE PROVISIONS SET
FORTH IN SECTION 5.1(C) OF THE INTERCREDITOR AGREEMENT, SUCH COLLATERAL SHALL BE
AUTOMATICALLY RELEASED FROM THE SECURITY INTEREST TO THE EXTENT PROVIDED IN
SECTION 5.1(C) OF THE INTERCREDITOR AGREEMENT.
(E)
IN CONNECTION WITH ANY TERMINATION OR RELEASE PURSUANT TO
PARAGRAPH (A), (B), (C) OR (D) ABOVE, THE COLLATERAL AGENT SHALL EXECUTE AND
DELIVER TO THE PLEDGORS, AT THE PLEDGORS' EXPENSE, ALL UCC TERMINATION
STATEMENTS AND SIMILAR DOCUMENTS WHICH THE PLEDGOR SHALL REASONABLY REQUEST TO
EVIDENCE SUCH TERMINATION OR RELEASE. ANY EXECUTION AND DELIVERY OF TERMINATION
STATEMENTS OR RELEASE DOCUMENTS PURSUANT TO THIS SECTION 14 SHALL BE WITHOUT
RECOURSE TO OR WARRANTY BY THE COLLATERAL AGENT.
SECTION 15.
NOTICES. ALL COMMUNICATIONS AND NOTICES HEREUNDER SHALL BE
IN WRITING AND GIVEN AS PROVIDED IN SECTION 10.01 OF THE CREDIT AGREEMENT. ALL
COMMUNICATIONS AND NOTICES HEREUNDER TO ANY SUBSIDIARY PLEDGOR SHALL BE GIVEN TO
IT AT THE ADDRESS FOR NOTICES SET FORTH ON SCHEDULE I.
SECTION 16.
FURTHER ASSURANCES. EACH PLEDGOR AGREES TO DO SUCH FURTHER
ACTS AND THINGS, AND TO EXECUTE AND DELIVER SUCH ADDITIONAL CONVEYANCES,
ASSIGNMENTS, AGREEMENTS AND
13
instruments, as the Collateral Agent, in accordance with, and to the extent
consistent with, the terms of the Intercreditor Agreement, may at any time
reasonably request in connection with the administration and enforcement of this
Agreement or with respect to the Collateral or any part thereof or in order
better to assure and confirm unto the Collateral Agent its rights and remedies
hereunder.
SECTION 17.
BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS. WHENEVER IN
THIS AGREEMENT ANY OF THE PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE
DEEMED TO INCLUDE THE SUCCESSORS AND ASSIGNS OF SUCH PARTY; AND ALL COVENANTS,
PROMISES AND AGREEMENTS BY OR ON BEHALF OF ANY PLEDGOR THAT ARE CONTAINED IN
THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF ITS SUCCESSORS AND
ASSIGNS. THIS AGREEMENT SHALL BECOME EFFECTIVE AS TO ANY PLEDGOR WHEN A
COUNTERPART HEREOF EXECUTED ON BEHALF OF SUCH PLEDGOR SHALL HAVE BEEN DELIVERED
TO THE COLLATERAL AGENT AND A COUNTERPART HEREOF SHALL HAVE BEEN EXECUTED ON
BEHALF OF THE COLLATERAL AGENT, AND THEREAFTER SHALL BE BINDING UPON SUCH
PLEDGOR AND THE COLLATERAL AGENT AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
AND SHALL INURE TO THE BENEFIT OF SUCH PLEDGOR, THE COLLATERAL AGENT AND THE
OTHER SECURED PARTIES, AND THEIR RESPECTIVE SUCCESSORS AND