BACK-STOPPING OF ALL OUTSTANDING LETTERS OF CREDIT AND
THE CASH COLLATERALIZATION OF ALL UNLIQUIDATED OBLIGATIONS IN A MANNER
SATISFACTORY TO THE AGENT, (II) UPON THE SALE OR OTHER DISPOSITION OF THE
PROPERTY CONSTITUTING SUCH COLLATERAL (INCLUDING AS PART OF OR IN CONNECTION
WITH ANY OTHER SALE OR OTHER DISPOSITION PERMITTED HEREUNDER) TO ANY PERSON
OTHER THAN ANOTHER LOAN PARTY, TO THE EXTENT SUCH SALE OR OTHER DISPOSITION IS
MADE IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT (AND THE AGENT MAY RELY
CONCLUSIVELY ON A CERTIFICATE TO THAT EFFECT PROVIDED TO IT BY ANY LOAN PARTY
UPON ITS REASONABLE REQUEST WITHOUT FURTHER INQUIRY), (III) TO THE EXTENT SUCH
COLLATERAL IS COMPRISED OF PROPERTY LEASED TO A LOAN PARTY, UPON TERMINATION OR
EXPIRATION OF SUCH LEASE, (IV) SUBJECT TO PARAGRAPH (B) OF THIS SECTION 9.02, IF
THE RELEASE OF SUCH LIEN IS APPROVED, AUTHORIZED OR RATIFIED IN WRITING BY THE
REQUIRED LENDERS, (V) TO THE EXTENT THE PROPERTY CONSTITUTING SUCH COLLATERAL IS
OWNED BY ANY LOAN GUARANTOR, UPON THE RELEASE OF SUCH GUARANTOR FROM ITS
OBLIGATIONS UNDER ITS LOAN GUARANTY IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT, (VI) AS REQUIRED TO EFFECT ANY SALE OR OTHER DISPOSITION OF SUCH
COLLATERAL IN CONNECTION WITH ANY EXERCISE OF REMEDIES OF THE AGENT AND THE
LENDERS PURSUANT TO THE COLLATERAL DOCUMENTS OR (VII) AS REQUIRED PURSUANT TO
THE TERMS OF THE INTERCREDITOR AGREEMENT; PROVIDED THAT THE AGENT MAY, IN ITS
DISCRETION, RELEASE THE LIEN ON COLLATERAL VALUED IN THE AGGREGATE NOT IN EXCESS
OF $5,000,000 DURING EACH FISCAL YEAR WITHOUT CONSENT OF ANY LENDER.
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 TO THE EXTENT REQUIRED UNDER THE PROVISIONS OF THE LOAN
DOCUMENTS.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
SECTION 9.02, GUARANTEES, COLLATERAL SECURITY DOCUMENTS AND RELATED DOCUMENTS
EXECUTED BY FOREIGN SUBSIDIARIES IN CONNECTION WITH THIS AGREEMENT MAY BE IN A
FORM REASONABLY DETERMINED BY THE AGENT AND MAY BE AMENDED AND WAIVED WITH THE
CONSENT OF THE AGENT AT THE REQUEST OF THE BORROWER AGENT WITHOUT THE NEED TO
OBTAIN THE CONSENT OF ANY OTHER LENDERS IF SUCH AMENDMENT OR WAIVER IS DELIVERED
IN ORDER (I) TO COMPLY WITH LOCAL LAW OR ADVICE OF LOCAL COUNSEL, (II) TO CURE
AMBIGUITIES OR DEFECTS OR (III) TO CAUSE SUCH GUARANTEE, COLLATERAL SECURITY
DOCUMENT OR OTHER DOCUMENT TO BE CONSISTENT WITH THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(E)
IF, IN CONNECTION WITH ANY PROPOSED AMENDMENT, WAIVER OR CONSENT
REQUIRING THE CONSENT OF "EACH REVOLVING LENDER", "EACH INCREMENTAL TERM LOAN
LENDER", "EACH LENDER", "EACH REVOLVING LENDER DIRECTLY AFFECTED THEREBY", "EACH
INCREMENTAL TERM LOAN LENDER DIRECTLY AFFECTED THEREBY" OR "EACH LENDER DIRECTLY
AFFECTED THEREBY", THE CONSENT OF THE REQUIRED LENDERS OR REQUIRED INCREMENTAL
TERM LOAN