ITS
OPTION AND IN ITS SOLE DISCRETION, TO (1) RELEASE ANY LIENS GRANTED TO THE
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 SATISFACTORY TO
THE ADMINISTRATIVE AGENT, (II) CONSTITUTING PROPERTY BEING SOLD OR DISPOSED OF
IF THE BORROWER CERTIFIES TO THE ADMINISTRATIVE AGENT THAT THE SALE OR
DISPOSITION IS MADE IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT (AND THE
ADMINISTRATIVE AGENT MAY RELY CONCLUSIVELY ON ANY SUCH CERTIFICATE, WITHOUT
FURTHER INQUIRY), (III) CONSTITUTING PROPERTY LEASED TO THE BORROWER OR ANY
SUBSIDIARY UNDER A LEASE WHICH HAS EXPIRED OR BEEN TERMINATED IN A TRANSACTION
PERMITTED UNDER THIS AGREEMENT, OR (IV) AS REQUIRED TO EFFECT ANY SALE OR OTHER
DISPOSITION OF SUCH COLLATERAL IN CONNECTION WITH ANY EXERCISE OF REMEDIES OF
THE ADMINISTRATIVE AGENT AND THE LENDERS PURSUANT TO ARTICLE VII, AND (2) TAKE
ANY ACTIONS DEEMED APPROPRIATE BY IT IN CONNECTION WITH GRANT BY THE BORROWER OR
ANY SUBSIDIARY OF LIENS OF THE TYPE DESCRIBED IN CLAUSES (C), (D), (E) AND (J)
OF SECTION 6.02 (INCLUDING, WITHOUT LIMITATION, BY EXECUTING APPROPRIATE LIEN
RELEASES OR LIEN SUBORDINATION AGREEMENTS IN FAVOR OF THE HOLDER OR HOLDERS OF
SUCH LIENS, IN EITHER CASE SOLELY WITH RESPECT TO THE ITEM OR ITEMS OF EQUIPMENT
OR OTHER ASSETS SUBJECT TO SUCH LIENS).
ANY SUCH RELEASE SHALL NOT IN ANY
MANNER DISCHARGE, AFFECT, OR IMPAIR THE OBLIGATIONS OR ANY LIENS (OTHER THAN
THOSE EXPRESSLY BEING RELEASED) UPON (OR OBLIGATIONS OF THE LOAN PARTIES IN
RESPECT OF) ALL INTERESTS RETAINED BY THE LOAN PARTIES, INCLUDING THE PROCEEDS
OF ANY SALE, ALL OF WHICH SHALL CONTINUE TO CONSTITUTE PART OF THE COLLATERAL.
(E)
IF, IN CONNECTION WITH ANY PROPOSED AMENDMENT, WAIVER OR CONSENT
REQUIRING
THE CONSENT OF "EACH LENDER" OR "EACH LENDER AFFECTED THEREBY," THE CONSENT OF
THE REQUIRED LENDERS IS OBTAINED, BUT THE CONSENT OF OTHER NECESSARY LENDERS IS
NOT OBTAINED (ANY SUCH LENDER WHOSE CONSENT IS NECESSARY BUT NOT OBTAINED BEING
REFERRED TO HEREIN AS A "NON-CONSENTING LENDER"), THEN THE BORROWER MAY ELECT TO
REPLACE A NON-CONSENTING LENDER AS A LENDER PARTY TO THIS AGREEMENT, PROVIDED
THAT, CONCURRENTLY WITH SUCH REPLACEMENT, (I) ANOTHER BANK OR OTHER ENTITY WHICH
IS REASONABLY SATISFACTORY TO THE BORROWER, THE ADMINISTRATIVE AGENT SHALL
AGREE, AS OF SUCH DATE, TO PURCHASE FOR CASH THE LOANS AND OTHER OBLIGATIONS DUE
TO THE NON-CONSENTING LENDER PURSUANT TO AN ASSIGNMENT AND ASSUMPTION AND TO
BECOME A LENDER FOR ALL PURPOSES UNDER THIS AGREEMENT AND TO ASSUME ALL
OBLIGATIONS OF THE NON-
64
CONSENTING LENDER TO BE TERMINATED AS OF SUCH DATE AND TO COMPLY WITH THE
REQUIREMENTS OF CLAUSE (B) OF SECTION 9.04, AND (II) THE BORROWER SHALL PAY TO
SUCH NON-CONSENTING LENDER IN SAME DAY FUNDS ON THE DAY OF SUCH REPLACEMENT (1)
ALL INTEREST, FEES AND OTHER AMOUNTS THEN ACCRUED BUT UNPAID TO SUCH
NON-CONSENTING LENDER