CASH OF
ALL SECURED OBLIGATIONS (OTHER THAN UNLIQUIDATED
OBLIGATIONS), AND THE CASH
COLLATERALIZATION OF ALL UNLIQUIDATED OBLIGATIONS IN A MANNER SATISFACTORY TO
THE ADMINISTRATIVE AGENT, (II) CONSTITUTING PROPERTY BEING SOLD OR DISPOSED OF
IF THE LOAN PARTY DISPOSING OF SUCH PROPERTY CERTIFIES TO THE ADMINISTRATIVE
AGENT THAT THE SALE OR DISPOSITION IS MADE IN COMPLIANCE WITH THE TERMS OF THIS
AGREEMENT (AND THE ADMINISTRATIVE AGENT MAY RELY CONCLUSIVELY ON ANY SUCH
CERTIFICATE, WITHOUT FURTHER INQUIRY), AND TO THE EXTENT THAT THE PROPERTY BEING
SOLD OR DISPOSED OF CONSTITUTES 100% OF THE EQUITY INTEREST OF A SUBSIDIARY, THE
ADMINISTRATIVE AGENT IS AUTHORIZED TO RELEASE ANY LOAN GUARANTY PROVIDED BY SUCH
SUBSIDIARY, (III) CONSTITUTING PROPERTY LEASED TO A LOAN PARTY UNDER A LEASE
WHICH HAS EXPIRED OR BEEN TERMINATED IN A TRANSACTION PERMITTED UNDER THIS
AGREEMENT, (IV) AS REQUIRED TO EFFECT ANY SALE OR OTHER DISPOSITION OF SUCH
COLLATERAL IN CONNECTION WITH ANY EXERCISE OF REMEDIES OF THE ADMINISTRATIVE
AGENT AND THE LENDERS PURSUANT TO ARTICLE VII AND (V) AS OTHERWISE CONTEMPLATED
HEREUNDER IN CONNECTION WITH CASH COLLATERAL SECURING LC EXPOSURE.
EXCEPT AS
PROVIDED IN THE PRECEDING SENTENCE AND THE FOLLOWING CLAUSE (2), THE
ADMINISTRATIVE AGENT WILL NOT RELEASE ANY LIENS ON COLLATERAL WITHOUT THE PRIOR
WRITTEN AUTHORIZATION OF THE REQUIRED LENDERS; PROVIDED THAT, THE ADMINISTRATIVE
AGENT MAY IN ITS DISCRETION, RELEASE ITS LIENS ON COLLATERAL VALUED IN THE
AGGREGATE NOT IN EXCESS OF $5,000,000 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 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.
(2)
NOTWITHSTANDING THE FOREGOING CLAUSE (1), ANY LOAN PARTY THAT IS A
SUBSIDIARY (OTHER THAN THE BORROWER) SHALL BE AUTOMATICALLY RELEASED FROM ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS AND ALL SECURITY INTERESTS IN THE
COLLATERAL OF SUCH LOAN PARTY CREATED BY THE LOAN DOCUMENTS SHALL BE
AUTOMATICALLY RELEASED UPON THE CONSUMMATION OF ANY TRANSACTION PERMITTED BY
THIS AGREEMENT AS A RESULT OF WHICH SUCH LOAN PARTY CEASES TO BE A SUBSIDIARY.
UPON ANY SALE, LEASE, TRANSFER OR OTHER DISPOSITION BY ANY LOAN PARTY OF ANY
COLLATERAL THAT IS PERMITTED UNDER THIS AGREEMENT TO ANY PERSON OTHER THAN
HOLDINGS OR A SUBSIDIARY, OR UPON THE EFFECTIVENESS OF ANY WRITTEN CONSENT TO
THE RELEASE OF THE SECURITY INTEREST CREATED UNDER ANY LOAN DOCUMENT IN ANY
COLLATERAL PURSUANT TO SECTION 9.02, THE SECURITY INTEREST IN SUCH COLLATERAL
SHALL BE AUTOMATICALLY RELEASED. IN CONNECTION WITH ANY TERMINATION OR RELEASE
PURSUANT TO THIS SECTION, THE ADMINISTRATIVE AGENT, UPON RECEIPT OF ANY
CERTIFICATES OR OTHER DOCUMENTS REASONABLY REQUESTED BY IT TO CONFIRM COMPLIANCE
WITH THIS AGREEMENT, SHALL PROMPTLY EXECUTE AND DELIVER TO ANY LOAN PARTY, AT
SUCH LOAN PARTY'S EXPENSE, ALL DOCUMENTS THAT SUCH LOAN PARTY SHALL REASONABLY
REQUEST TO EVIDENCE SUCH TERMINATION