SHALL THE ADMINISTRATIVE AGENT BE REQUIRED OR OBLIGATED IN ANY
MANNER TO PERFORM OR FULFILL ANY OF THE OBLIGATIONS OF BORROWER UNDER OR WITH
RESPECT TO ANY COLLATERAL.
7.9
TERMINATION; RELEASE.
(A)
AFTER THE TERMINATION DATE, THIS
AGREEMENT SHALL AUTOMATICALLY TERMINATE (PROVIDED THAT ALL INDEMNITIES SET FORTH
HEREIN INCLUDING, WITHOUT LIMITATION, IN SECTION 5.1 HEREOF SHALL SURVIVE SUCH
TERMINATION) AND THE ADMINISTRATIVE AGENT, AT THE REQUEST AND EXPENSE OF
BORROWER, WILL EXECUTE AND DELIVER TO BORROWER A PROPER INSTRUMENT OR
INSTRUMENTS (INCLUDING UNIFORM COMMERCIAL CODE TERMINATION STATEMENTS ON FORM
UCC-3) ACKNOWLEDGING THE SATISFACTION AND TERMINATION OF THIS AGREEMENT, AND
WILL DULY ASSIGN, TRANSFER AND DELIVER TO BORROWER (WITHOUT RECOURSE AND WITHOUT
ANY REPRESENTATION OR WARRANTY) SUCH OF THE COLLATERAL OF BORROWER AND AS HAS
NOT THERETOFORE BEEN SOLD OR OTHERWISE APPLIED OR RELEASED PURSUANT TO THIS
AGREEMENT.
AS USED IN THIS AGREEMENT, "TERMINATION DATE" SHALL MEAN THE DATE
UPON WHICH THE TOTAL COMMITMENT AND ALL INTEREST RATE PROTECTION OR OTHER
HEDGING AGREEMENTS HAVE BEEN TERMINATED, NO NOTE UNDER THE CREDIT AGREEMENT IS
OUTSTANDING (AND ALL LOANS HAVE BEEN REPAID IN FULL), ALL LETTERS OF CREDIT HAVE
BEEN TERMINATED AND ALL OBLIGATIONS (AS DEFINED IN THE CREDIT AGREEMENT) THEN
OUTSTANDING (OTHER THAN ANY INDEMNITIES DESCRIBED IN SECTION 5.1 HEREOF AND IN
SECTION 11.4 OF THE CREDIT AGREEMENT WITH RESPECT TO WHICH NO CLAIM HAS BEEN
ASSERTED) HAVE BEEN PAID IN FULL IN CASH.
(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
8.7 of the Credit Agreement or is otherwise released at the direction of the
Required Lenders (or all the Lenders if required by Section 11.1 of the Credit
Agreement) and the proceeds of such sale or sales or from such release are
applied in accordance with the provisions of Section 4.4 of the Credit
Agreement, to the extent required to be so applied, such Collateral will be sold
free and clear of the Liens created by this Agreement and the Administrative
Agent, at the request and expense of Borrower, will duly assign, transfer and
deliver to Borrower (without recourse and without any representation or
warranty) such of the Collateral as is then being (or has been) so sold or
released and has not theretofore been released pursuant to this Agreement.
The
Administrative Agent shall also be entitled to and is hereby authorized and
directed to duly assign, transfer and deliver such of the Collateral as provided
in Section 11.20(b) of the Credit Agreement.
(c)
At any time that Borrower desires that the Administrative Agent
take any action to acknowledge or give effect to any release of Collateral
pursuant to the foregoing Section 7.9(a) or (b), as the case may be, it shall
deliver to the Administrative Agent a certificate signed by an Authorized
Officer stating that the release of the respective Collateral is permitted
pursuant to Section 7.9(a) or (b), as the case may be.
(d)
The Administrative Agent shall have