WITHOUT FURTHER INQUIRY), (III) CONSTITUTING PROPERTY
LEASED TO A LOAN PARTY 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 AGENTS AND THE LENDERS PURSUANT TO ARTICLE VII.
EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, NEITHER ADMINISTRATIVE AGENT WILL
RELEASE ANY LIENS ON COLLATERAL WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF THE
REQUIRED LENDERS; PROVIDED THAT, THE ADMINISTRATIVE AGENTS MAY IN THEIR
DISCRETION, RELEASE THEIR LIENS ON COLLATERAL VALUED IN THE AGGREGATE NOT IN
EXCESS OF US$2,500,000 DURING ANY CALENDAR YEAR WITHOUT THE PRIOR WRITTEN
AUTHORIZATION OF THE REQUIRED LENDERS. ANY SUCH RELEASE SHALL NOT IN ANY MANNER
DISCHARGE, AFFECT, OR IMPAIR THE
96
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.
(D)
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
BORROWERS MAY ELECT TO REPLACE A NON-CONSENTING LENDER AS A US LENDER OR
CANADIAN LENDER, AS APPLICABLE, PARTY TO THIS AGREEMENT, PROVIDED THAT,
CONCURRENTLY WITH SUCH REPLACEMENT, (I) ANOTHER BANK OR OTHER ENTITY WHICH IS
REASONABLY SATISFACTORY TO THE BORROWERS AND THE ADMINISTRATIVE AGENTS 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 US LENDER OR CANADIAN LENDER, AS APPLICABLE, FOR ALL PURPOSES UNDER
THIS AGREEMENT AND TO ASSUME ALL OBLIGATIONS OF THE NON-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 RELEVANT 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 BY SUCH
BORROWER HEREUNDER TO AND INCLUDING THE DATE OF TERMINATION, INCLUDING WITHOUT
LIMITATION PAYMENTS DUE TO SUCH NON-CONSENTING LENDER UNDER SECTIONS 2.16 AND
2.18, AND (2) AN AMOUNT, IF ANY, EQUAL TO THE PAYMENT WHICH WOULD HAVE BEEN DUE
TO SUCH LENDER ON THE DAY OF SUCH REPLACEMENT UNDER SECTION 2.17 HAD THE LOANS
OF SUCH NON-CONSENTING LENDER BEEN PREPAID ON SUCH DATE RATHER THAN SOLD TO THE
REPLACEMENT LENDER.
SECTION 9.03
Expenses; Indemnity; Damage Waiver. (a)
Each Borrower shall
pay (i) all reasonable out-of-pocket expenses incurred by each Administrative
Agent and its Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agents, in connection