THE FACING BANKS HEREBY DIRECT THE ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT, AS THE CASE MAY BE, TO RELEASE, IN ACCORDANCE WITH THE TERMS
HEREOF, ANY LIEN HELD BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, AS
THE CASE MAY BE, UNDER THE SECURITY DOCUMENTS (AND, IN THE CASE OF CLAUSE (B)
BELOW, RELEASE THE AFFECTED SUBSIDIARY FROM ITS GUARANTY),
(A)
AGAINST ALL OF THE COLLATERAL, UPON FINAL AND INDEFEASIBLE PAYMENT
IN FULL IN CASH OF THE LOANS AND OBLIGATIONS AND TERMINATION HEREOF;
(B)
AGAINST ANY PART OF THE COLLATERAL SOLD OR DISPOSED OF BY ANY
BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES (OTHER THAN SALES PERMITTED UNDER
SECTION 8.6(E) BUT INCLUDING, WITHOUT LIMITATION, IN THE CASE OF A SALE OR
DISPOSITION OF ALL OF THE CAPITAL STOCK OF A SUBSIDIARY OWNED BY A BORROWER AND
ITS SUBSIDIARIES, ALL ASSETS OF SUCH SUBSIDIARY AND ITS SUBSIDIARIES AND ALL
PLEDGED INTERCOMPANY NOTES ISSUED BY SUCH SUBSIDIARY AND ITS SUBSIDIARIES), IF
SUCH SALE OR DISPOSITION IS PERMITTED HEREBY (OR
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permitted pursuant to a waiver or consent of a transaction otherwise prohibited
by such Section);
(C)
AGAINST ANY COLLATERAL ACQUIRED BY ANY BORROWER OR ANY OF ITS
SUBSIDIARIES AFTER THE CLOSING DATE FINANCED WITH INDEBTEDNESS SECURED BY A LIEN
PERMITTED BY SECTION 8.1(B)(I);
(D)
AGAINST A PART OF THE COLLATERAL WHICH RELEASE DOES NOT REQUIRE THE
CONSENT OF ALL OF THE LENDERS AS SET FORTH IN SECTION 13.1(A)(D), IF SUCH
RELEASE IS CONSENTED TO BY THE REQUIRED LENDERS;
provided, however, that (i) the Administrative Agent or the Collateral Agent, as
the case may be, shall not be required to execute any such document on terms
which, in its opinion, would expose it to liability or create any obligation or
entail any consequence other than the release of such Liens without recourse or
warranty, and (ii) such release shall not in any manner discharge, affect or
impair the Obligations or any Liens upon (or obligations of any Borrower or any
of its Subsidiaries in respect of) all interests retained by any Borrower and/or
any of its Subsidiaries, including (without limitation) the proceeds of any
sale, all of which shall continue to constitute part of the Collateral.
(II)
EACH OF THE LENDERS AND THE FACING BANKS HEREBY DIRECT THE
COLLATERAL AGENT 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 13.18 PROMPTLY UPON THE EFFECTIVENESS OF
ANY SUCH RELEASE OR ENTER INTO INTERCREDITOR AGREEMENTS CONTEMPLATED OR
PERMITTED HEREIN.
(C)
NO OBLIGATION.
NEITHER ADMINISTRATIVE AGENT NOR THE COLLATERAL
AGENT SHALL HAVE ANY OBLIGATION WHATSOEVER TO ANY LENDER OR TO ANY OTHER PERSON
TO ASSURE THAT THE COLLATERAL EXISTS OR IS OWNED BY ANY BORROWER OR ANY OF ITS
SUBSIDIARIES OR IS CARED FOR, PROTECTED OR INSURED OR HAS BEEN ENCUMBERED OR
THAT THE LIENS GRANTED TO ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT HEREIN OR
PURSUANT TO THE LOAN DOCUMENTS HAVE BEEN PROPERLY OR