for which made or given.
No notice to or demand upon the Pledgor in any
instance hereunder shall entitle the Pledgor to any other or further notice or
demand in similar or other circumstances.
Section 15.
Termination; Release.
(A)
AFTER THE PAYMENT IN FULL IN CASH OF THE OBLIGATIONS, THIS
AGREEMENT SHALL TERMINATE (PROVIDED THAT ALL INDEMNITIES SET FORTH HEREIN SHALL
SURVIVE) AND THE COLLATERAL AGENT,
11
AT THE REQUEST AND EXPENSE OF THE PLEDGOR, WILL PROMPTLY EXECUTE AND DELIVER TO
THE PLEDGOR A PROPER INSTRUMENT OR INSTRUMENTS ACKNOWLEDGING THE SATISFACTION
AND TERMINATION OF THIS AGREEMENT, AND WILL DULY ASSIGN, TRANSFER AND DELIVER TO
THE PLEDGOR,(WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY) SUCH
OF ITS COLLATERAL AS MAY BE IN THE POSSESSION OF THE COLLATERAL AGENT 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 LOANS AND THE OTHER OBLIGATIONS UNDER THE LOAN DOCUMENTS SHALL
HAVE BEEN INDEFEASIBLY PAID IN FULL AND THE COMMITMENTS HAVE BEEN TERMINATED.
(B)
IN THE EVENT THAT ANY PART OF THE COLLATERAL IS SOLD IN CONNECTION
WITH A SALE PERMITTED BY THE CREDIT AGREEMENT OR THIS 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 TERMS OF THE
CREDIT AGREEMENT, SUCH COLLATERAL WILL BE SOLD FREE AND CLEAR OF THE LIENS
CREATED BY THIS AGREEMENT AND THE COLLATERAL AGENT, AT THE REQUEST AND EXPENSE
OF THE PLEDGOR, WILL DULY ASSIGN, TRANSFER AND DELIVER TO THE PLEDGOR (WITHOUT
RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY) SUCH OF THE COLLATERAL OF
THE PLEDGOR AS IS THEN BEING (OR HAS BEEN) SO SOLD OR RELEASED AND AS MAY BE IN
THE POSSESSION OF THE COLLATERAL AGENT AND HAS NOT THERETOFORE BEEN RELEASED
PURSUANT TO THIS AGREEMENT.
(C)
AT ANY TIME THAT THE PLEDGOR DESIRES THAT COLLATERAL BE RELEASED
AS PROVIDED IN THE FOREGOING SECTION 15(A) OR (B), IT SHALL DELIVER TO THE
COLLATERAL AGENT A CERTIFICATE SIGNED BY ITS CHIEF FINANCIAL OFFICER OR ANOTHER
AUTHORIZED SENIOR OFFICER STATING THAT THE RELEASE OF THE RESPECTIVE COLLATERAL
IS PERMITTED PURSUANT TO SECTION 15(A) OR (B).
IF REQUESTED BY THE COLLATERAL
AGENT (ALTHOUGH THE COLLATERAL AGENT SHALL HAVE NO OBLIGATION TO MAKE ANY SUCH
REQUEST), THE PLEDGOR SHALL FURNISH APPROPRIATE LEGAL OPINIONS (FROM COUNSEL,
WHICH MAY BE IN-HOUSE COUNSEL, ACCEPTABLE TO THE COLLATERAL AGENT) TO THE EFFECT
SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE.
THE COLLATERAL AGENT SHALL
HAVE NO LIABILITY WHATSOEVER TO ANY SECURED CREDITOR AS THE RESULT OF ANY
RELEASE OF COLLATERAL BY IT AS PERMITTED BY THIS SECTION 15.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN
ANY OTHER LOAN DOCUMENT, NO SUCH COLLATERAL SHALL BE RELEASED IN CONNECTION WITH
CLAUSE (B) OF THIS SECTION 15 UNLESS THE CORRESPONDING