OTHERWISE PROVIDED FOR HEREIN, CASH COLLATERALIZATION OR
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 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 LENDER" OR "EACH LENDER DIRECTLY 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