the Collateral, (E)
take such action as is necessary or desirable to maintain the perfection and
priority of the security interests and Liens created or purported to be created
by the Collateral Documents, and (F) except as may be otherwise specifically
restricted by the terms hereof or of any other Credit Document (including the
Intercreditor Agreement), upon receipt of instructions from the Administrative
Agent, exercise all remedies given to any Agent, the Lenders, the Issuing Banks
and the other Secured Parties with respect to the Collateral under the Credit
Documents relating thereto, applicable law or otherwise.
(B)
CERTAIN RELEASES.
SUBJECT TO THE INTERCREDITOR AGREEMENT, EACH OF
THE LENDERS AND THE ISSUING BANKS HEREBY:
(I)
CONSENTS TO THE RELEASE AND HEREBY DIRECTS, IN ACCORDANCE WITH
THE TERMS HEREOF, THE COLLATERAL AGENT TO RELEASE (OR, IN THE CASE OF CLAUSE
(II) BELOW, RELEASE OR SUBORDINATE) ANY LIEN HELD BY THE COLLATERAL AGENT FOR
THE BENEFIT OF THE LENDERS AND THE ISSUING BANKS AGAINST ANY OF THE FOLLOWING:
(II)
(A)
ALL OF THE COLLATERAL AND ALL CREDIT PARTIES, UPON
TERMINATION OF THE COMMITMENTS AND PAYMENT AND SATISFACTION IN FULL OF ALL
LOANS, ALL REIMBURSEMENT OBLIGATIONS AND ALL OTHER OBLIGATIONS THAT THE
ADMINISTRATIVE AGENT HAS BEEN NOTIFIED IN WRITING ARE THEN DUE AND PAYABLE (AND,
IN RESPECT OF CONTINGENT LETTER OF CREDIT OBLIGATIONS, WITH RESPECT TO WHICH
CASH COLLATERAL HAS BEEN DEPOSITED OR A BACK-UP LETTER OF CREDIT HAS BEEN
ISSUED, IN EITHER CASE IN THE APPROPRIATE CURRENCY AND ON TERMS SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND THE APPLICABLE ISSUING BANKS);
(B)
any assets that are subject to a Lien permitted by Sections
6.2(m), (n) and (o); and
(C)
any part of the Collateral sold or disposed of by a Credit Party
if such sale or disposition is permitted by this Agreement (or permitted
pursuant to a waiver of or consent to a transaction otherwise prohibited by this
Agreement).
(III)
DIRECTS, IN ACCORDANCE WITH THE TERMS HEREOF, THE ADMINISTRATIVE
AGENT, AT ITS OPTION AND IN ITS DISCRETION, TO RELEASE ANY GUARANTOR FROM ITS
OBLIGATIONS UNDER THE GUARANTY IF SUCH PERSON CEASES TO BE A SUBSIDIARY AS A
RESULT OF A TRANSACTION PERMITTED HEREUNDER; AND
(IV)
DIRECTS THE AGENTS TO EXECUTE AND DELIVER OR FILE SUCH TERMINATION
AND PARTIAL RELEASE STATEMENTS AND DO SUCH OTHER THINGS AS ARE NECESSARY TO
RELEASE LIENS TO BE RELEASED PURSUANT TO THIS SECTION 9.8(B) PROMPTLY UPON THE
EFFECTIVENESS OF ANY SUCH RELEASE.
(C)
RIGHT TO REALIZE ON COLLATERAL AND ENFORCE GUARANTY.
ANYTHING
CONTAINED IN ANY OF THE CREDIT DOCUMENTS TO THE CONTRARY NOTWITHSTANDING, THE
BORROWER, ADMINISTRATIVE AGENT, COLLATERAL AGENT
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AND EACH LENDER AND EACH ISSUING BANK HEREBY AGREE THAT (I) NO LENDER SHALL HAVE
ANY RIGHT INDIVIDUALLY TO REALIZE UPON ANY OF THE COLLATERAL OR TO ENFORCE THE
GUARANTY, IT BEING UNDERSTOOD AND AGREED THAT ALL POWERS, RIGHTS AND REMEDIES
HEREUNDER MAY BE EXERCISED SOLELY BY ADMINISTRATIVE AGENT, ON BEHALF OF LENDERS
IN ACCORDANCE WITH THE TERMS HEREOF AND ALL POWERS, RIGHTS AND REMEDIES UNDER
THE COLLATERAL