OTHER FOREIGN PERSON THAT IS NOT A SUBSIDIARY OF THE BORROWER
CONSTITUTING COLLATERAL ARE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF (BY
DIVIDEND, CONTRIBUTION OR OTHERWISE), SO LONG AS (I) NO DEFAULT OR EVENT OF
DEFAULT IS CONTINUING AND (II) THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT
HAVE RECEIVED A CERTIFICATE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT, SIGNED BY A RESPONSIBLE OFFICER OF HOLDINGS CERTIFYING
THAT SUCH COLLATERAL IS BEING SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY
HOLDINGS FOR A BUSINESS PURPOSE (INCLUDING, WITHOUT LIMITATION, THAT IT IS BEING
PLEDGED IN CONNECTION WITH LOCAL FINANCING, SOLD (IN WHOLE OR IN PART),
LIQUIDATED, EXCHANGED OR CONTRIBUTED TO A JOINT VENTURE), SUCH COLLATERAL WILL
BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF FREE AND CLEAR OF THE LIENS
CREATED BY THIS AGREEMENT, AND THE COLLATERAL AGENT, AT THE REQUEST AND EXPENSE
OF HOLDINGS, WILL DULY AND PROMPTLY ASSIGN, TRANSFER AND DELIVER TO HOLDINGS OR
ITS DESIGNEE (WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY) SUCH
OF THE COLLATERAL AS IS THEN BEING (OR HAS BEEN) SO SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF, OR RELEASED, AND AS MAY BE IN THE POSSESSION OF THE
COLLATERAL AGENT AND HAS NOT THERETOFORE BEEN RELEASED PURSUANT TO THIS
AGREEMENT.
FURTHERMORE, UPON THE RELEASE OF ANY GUARANTOR FROM ITS GUARANTY IN
ACCORDANCE WITH THE PROVISIONS THEREOF, SUCH PLEDGOR AND THE COLLATERAL (AT SUCH
TIME PLEDGED BY THE RESPECTIVE PLEDGOR PURSUANT HERETO) SHALL BE RELEASED FROM
THIS AGREEMENT.
(C)
TO THE EXTENT NOT OTHERWISE PROVIDED IN
PRECEDING CLAUSES (A) AND (B), THE PLEDGEE SHALL WITHOUT THE CONSENT OF ANY
SECURED CREDITOR, RELEASE ALL OR ANY PORTION OF THE
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COLLATERAL SECURING THE SECOND LIEN OBLIGATIONS TO THE EXTENT PROVIDED IN THE
SENIOR SECURED NOTE INDENTURE.
(D)
AT ANY TIME THAT A PLEDGOR DESIRES THAT THE
PLEDGEE ASSIGN, TRANSFER AND DELIVER COLLATERAL (AND RELEASES THEREFOR) AS
PROVIDED IN SECTION 19(A), (B) OR (C) HEREOF, THE PLEDGOR SHALL DELIVER TO THE
PLEDGEE A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF SUCH PLEDGOR STATING
THAT THE RELEASE OF THE RESPECTIVE COLLATERAL IS PERMITTED PURSUANT TO SUCH
SECTION 19(A), (B) OR (C).
(E)
THE PLEDGEE SHALL HAVE NO LIABILITY
WHATSOEVER TO ANY OTHER SECURED CREDITOR AS THE RESULT OF ANY RELEASE OF
COLLATERAL BY IT IN ACCORDANCE WITH, OR WHICH IT IN GOOD FAITH BELIEVES IS IN
ACCORDANCE WITH, THIS SECTION 19.
(F)
WITHOUT LIMITING THE FOREGOING PROVISIONS
OF THIS SECTION 19, TO THE EXTENT APPLICABLE FOLLOWING THE QUALIFICATION OF THE
SENIOR SECURED NOTES INDENTURE UNDER THE TRUST INDENTURE ACT (BUT ONLY INSOFAR
AS THIS AGREEMENT APPLIES TO THE SECOND LIEN CREDITORS), THE PARTIES HERETO
AGREE THAT IF ANY AMENDMENTS TO THIS AGREEMENT OR ANY OTHER SECURITY DOCUMENT
ARE REQUIRED IN ORDER TO COMPLY WITH THE APPLICABLE PROVISIONS OF THE TRUST
INDENTURE ACT, SUCH PARTIES SHALL COOPERATE AND ACT IN GOOD FAITH TO EFFECT SUCH
AMENDMENTS AS PROMPTLY AS PRACTICABLE.
20.
NOTICES, ETC.
All notices and communications hereunder shall be in writing
and sent or delivered by mail, telegraph, telex,