BE SPECIFICALLY ENFORCED.
SECTION 13.
SECURITY INTEREST ABSOLUTE.
ALL RIGHTS OF THE
COLLATERAL AGENT HEREUNDER, THE GRANT OF A SECURITY INTEREST IN THE COLLATERAL
AND ALL OBLIGATIONS OF EACH PLEDGOR HEREUNDER, SHALL BE ABSOLUTE AND
UNCONDITIONAL IRRESPECTIVE OF (A) ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE
CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, ANY AGREEMENT WITH RESPECT TO ANY OF
THE OBLIGATIONS OR ANY OTHER AGREEMENT OR INSTRUMENT RELATING TO ANY OF THE
FOREGOING, (B) ANY CHANGE IN THE TIME, MANNER OR PLACE OF PAYMENT OF, OR IN ANY
OTHER TERM OF, ALL OR ANY OF THE OBLIGATIONS, OR ANY OTHER AMENDMENT OR WAIVER
OF OR ANY CONSENT TO ANY DEPARTURE FROM THE CREDIT AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT RELATING TO ANY OF THE FOREGOING,
(C) ANY EXCHANGE, RELEASE OR NONPERFECTION OF ANY OTHER COLLATERAL, OR ANY
RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT TO OR DEPARTURE FROM ANY GUARANTY,
FOR ALL OR ANY OF THE OBLIGATIONS OR (D) ANY OTHER CIRCUMSTANCE THAT MIGHT
OTHERWISE CONSTITUTE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF, ANY PLEDGOR IN
RESPECT OF THE OBLIGATIONS OR IN RESPECT OF THIS AGREEMENT (OTHER THAN THE
INDEFEASIBLE PAYMENT IN FULL OF ALL THE OBLIGATIONS).
SECTION 14.
TERMINATION OR RELEASE.
(A)
THIS AGREEMENT AND THE
SECURITY INTERESTS GRANTED HEREBY SHALL TERMINATE WHEN ALL THE OBLIGATIONS
(EXCEPT FOR CONTINGENT INDEMNITY AND EXPENSE REIMBURSEMENT OBLIGATIONS FOR WHICH
NO CLAIM HAS BEEN MADE) HAVE BEEN INDEFEASIBLY PAID IN FULL AND THE LENDERS HAVE
NO FURTHER COMMITMENT TO LEND UNDER THE CREDIT AGREEMENT, THE LC EXPOSURE HAS
BEEN REDUCED TO ZERO AND THE ISSUING BANK HAS NO FURTHER OBLIGATION TO ISSUE
LETTERS OF CREDIT UNDER THE CREDIT AGREEMENT.
12
(B)
UPON ANY SALE OR OTHER TRANSFER BY ANY
PLEDGOR OF ANY COLLATERAL THAT IS PERMITTED UNDER THE CREDIT AGREEMENT TO ANY
PERSON THAT IS NOT A PLEDGOR, PROVIDED THAT THE REQUIRED LENDERS SHALL HAVE
CONSENTED TO SUCH TRANSFER (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(B) OF THE CREDIT AGREEMENT, THE
SECURITY INTEREST IN SUCH COLLATERAL SHALL BE AUTOMATICALLY RELEASED.
(C)
IN CONNECTION WITH ANY TERMINATION OR
RELEASE PURSUANT TO PARAGRAPH (A) OR (B), THE COLLATERAL AGENT SHALL EXECUTE AND
DELIVER TO ANY PLEDGOR, AT SUCH PLEDGOR'S EXPENSE, ALL DOCUMENTS THAT SUCH
PLEDGOR SHALL REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION OR RELEASE.
ANY
EXECUTION AND DELIVERY OF 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 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