OF THE COMMITMENTS AND PAYMENT IN FULL OF ALL SENIOR CREDIT
OBLIGATIONS (OTHER THAN CONTINGENT INDEMNIFICATION OBLIGATIONS) AND THE
EXPIRATION OR TERMINATION OF ALL LETTERS OF CREDIT, (B) THAT IS SOLD OR TO BE
SOLD AS PART OF OR IN CONNECTION WITH ANY SALE PERMITTED HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT, OR (C) SUBJECT TO SECTION 10.01, IF APPROVED, AUTHORIZED OR
RATIFIED IN WRITING BY THE REQUIRED LENDERS;
126
(II)
TO SUBORDINATE ANY LIEN ON ANY PROPERTY GRANTED TO OR HELD BY THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT UNDER ANY LOAN DOCUMENT TO THE
HOLDER OF ANY LIEN ON SUCH PROPERTY THAT IS PERMITTED BY SECTION 7.02(XVI) AND
(XXIII); AND
(III)
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.
(C)
UPON REQUEST BY THE ADMINISTRATIVE AGENT AT ANY TIME, THE REQUIRED
LENDERS WILL CONFIRM IN WRITING THE ADMINISTRATIVE AGENT'S AUTHORITY TO RELEASE
OR SUBORDINATE ITS INTEREST IN PARTICULAR TYPES OR ITEMS OF PROPERTY, OR TO
RELEASE ANY GUARANTOR FROM ITS OBLIGATIONS UNDER THE GUARANTY PURSUANT TO THIS
SECTION 9.11.
SECTION 9.12
RELATED OBLIGATIONS.
THE BENEFIT OF THE LOAN DOCUMENTS AND OF THE
PROVISIONS OF THIS AGREEMENT RELATING TO THE COLLATERAL SHALL EXTEND TO AND BE
AVAILABLE IN RESPECT OF ANY CASH MANAGEMENT OBLIGATIONS AND TO ANY SWAP
OBLIGATIONS PERMITTED HEREUNDER FROM TIME TO TIME OWING TO ONE OR MORE SWAP
CREDITORS (COLLECTIVELY, "RELATED OBLIGATIONS") SOLELY ON THE CONDITION AND
UNDERSTANDING, AS AMONG THE COLLATERAL AGENT AND ALL FINANCE PARTIES, THAT (I)
THE RELATED OBLIGATIONS SHALL BE ENTITLED TO THE BENEFIT OF THE LOAN DOCUMENTS
AND THE COLLATERAL TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND TO SUCH EXTENT THE COLLATERAL AGENT SHALL HOLD, AND
HAVE THE RIGHT AND POWER TO ACT WITH RESPECT TO, THE GUARANTY AND THE COLLATERAL
ON BEHALF OF AND AS AGENT FOR THE HOLDERS OF THE RELATED OBLIGATIONS, BUT THE
COLLATERAL AGENT ARE OTHERWISE ACTING SOLELY AS AGENT FOR THE LENDERS AND THE
L/C ISSUERS AND SHALL HAVE NO FIDUCIARY DUTY, DUTY OF LOYALTY, DUTY OF CARE,
DUTY OF DISCLOSURE OR OTHER OBLIGATION WHATSOEVER TO ANY HOLDER OF RELATED
OBLIGATIONS, (II) ALL MATTERS, ACTS AND OMISSIONS RELATING IN ANY MANNER TO THE
GUARANTY, THE COLLATERAL, OR THE OMISSION, CREATION, PERFECTION, PRIORITY,
ABANDONMENT OR RELEASE OF ANY LIEN, SHALL BE GOVERNED SOLELY BY THE PROVISIONS
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND NO SEPARATE LIEN, RIGHT,
POWER OR REMEDY SHALL ARISE OR EXIST IN FAVOR OF ANY FINANCE PARTY UNDER ANY
SEPARATE INSTRUMENT OR AGREEMENT OR IN RESPECT OF ANY RELATED OBLIGATION, (III)
EACH FINANCE PARTY SHALL BE BOUND BY ALL ACTIONS TAKEN OR OMITTED, IN ACCORDANCE
WITH THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, BY THE
COLLATERAL AGENT AND THE REQUIRED LENDERS, EACH OF WHOM SHALL BE ENTITLED TO ACT
AT ITS SOLE DISCRETION AND EXCLUSIVELY IN ITS OWN INTEREST GIVEN ITS OWN