FEES PAYABLE HEREUNDER, WITHOUT
THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY, (C) POSTPONE ANY
SCHEDULED DATE OF PAYMENT OF THE PRINCIPAL AMOUNT OF ANY LOAN, ACCEPTANCE
OBLIGATION OR LC DISBURSEMENT, OR ANY DATE FOR THE PAYMENT OF ANY INTEREST, FEES
OR OTHER OBLIGATIONS PAYABLE HEREUNDER, OR REDUCE THE AMOUNT OF, WAIVE OR EXCUSE
ANY SUCH PAYMENT, OR POSTPONE THE SCHEDULED DATE OF EXPIRATION OF ANY
COMMITMENT, WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED
THEREBY, (D) CHANGE SECTION 2.19(B) OR (D) IN A MANNER THAT WOULD ALTER THE
MANNER IN WHICH PAYMENTS ARE SHARED, WITHOUT THE WRITTEN CONSENT OF EACH LENDER,
(E) INCREASE THE ADVANCE RATES SET FORTH IN THE DEFINITION OF BORROWING BASE OR
ADD NEW CATEGORIES OF ELIGIBLE ASSETS, WITHOUT THE WRITTEN CONSENT OF THE
SUPER-MAJORITY LENDERS, (F) CHANGE ANY OF THE PROVISIONS OF THIS SECTION OR THE
DEFINITION OF "REQUIRED LENDERS", "REQUIRED US LENDERS" OR "REQUIRED CANADIAN
LENDERS" OR ANY OTHER PROVISION OF ANY LOAN DOCUMENT SPECIFYING THE NUMBER OR
PERCENTAGE OF LENDERS (OR LENDERS OF ANY CLASS) REQUIRED TO WAIVE, AMEND OR
MODIFY ANY RIGHTS THEREUNDER OR MAKE ANY DETERMINATION OR GRANT ANY CONSENT
THEREUNDER, WITHOUT THE WRITTEN CONSENT OF EACH LENDER, US LENDER OR CANADIAN
LENDER, AS APPLICABLE, (G) RELEASE ANY LOAN GUARANTOR FROM ITS OBLIGATION UNDER
ITS LOAN GUARANTY (EXCEPT AS OTHERWISE PERMITTED HEREIN OR IN THE OTHER LOAN
DOCUMENTS), WITHOUT THE WRITTEN CONSENT OF EACH LENDER, (H) PERMIT ANY LOAN
PARTY TO ASSIGN ITS RIGHTS UNDER THE LOAN DOCUMENTS, WITHOUT THE WRITTEN CONSENT
OF EACH LENDER, OR (I) EXCEPT AS PROVIDED IN CLAUSES (D) AND (E) OF THIS
SECTION OR IN ANY COLLATERAL DOCUMENT, RELEASE ALL OR SUBSTANTIALLY ALL OF THE
COLLATERAL, WITHOUT THE WRITTEN CONSENT OF EACH LENDER; PROVIDED FURTHER THAT NO
SUCH AGREEMENT SHALL AMEND, MODIFY OR OTHERWISE AFFECT THE RIGHTS OR DUTIES OF
THE US ADMINISTRATIVE AGENT, THE CANADIAN ADMINISTRATIVE AGENT, THE ISSUING BANK
OR THE SWINGLINE LENDER HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE US
ADMINISTRATIVE AGENT, THE CANADIAN ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE
SWINGLINE LENDER, AS THE CASE MAY BE. THE US ADMINISTRATIVE AGENT AND THE
CANADIAN ADMINISTRATIVE AGENT MAY ALSO AMEND THE US COMMITMENT SCHEDULE AND THE
CANADIAN COMMITMENT SCHEDULE, AS APPLICABLE, TO REFLECT ASSIGNMENTS ENTERED INTO
PURSUANT TO SECTION 9.04.
(C)
THE LENDERS HEREBY IRREVOCABLY AUTHORIZE EACH ADMINISTRATIVE
AGENT, AT ITS OPTION AND IN ITS SOLE DISCRETION, TO RELEASE ANY LIENS GRANTED TO
SUCH ADMINISTRATIVE AGENT BY THE LOAN PARTIES ON ANY COLLATERAL (I) UPON THE
TERMINATION OF THE ALL COMMITMENTS, PAYMENT AND SATISFACTION IN FULL IN CASH OF
ALL SECURED OBLIGATIONS (OTHER THAN UNLIQUIDATED OBLIGATIONS), AND THE CASH
COLLATERALIZATION OF ALL UNLIQUIDATED OBLIGATIONS IN A MANNER REASONABLY
SATISFACTORY TO EACH AFFECTED LENDER, (II) CONSTITUTING PROPERTY BEING SOLD OR
DISPOSED OF IF THE LOAN PARTY DISPOSING OF SUCH PROPERTY CERTIFIES TO THE
ADMINISTRATIVE AGENTS THAT THE SALE OR DISPOSITION IS MADE IN COMPLIANCE WITH
THE TERMS OF THIS AGREEMENT (AND EACH ADMINISTRATIVE AGENT MAY RELY CONCLUSIVELY
ON ANY SUCH CERTIFICATE,