ADMINISTRATIVE AGENT MAY RELY CONCLUSIVELY ON
ANY SUCH CERTIFICATE, WITHOUT FURTHER INQUIRY), (III) CONSTITUTING PROPERTY
LEASED TO A LOAN PARTY UNDER A LEASE WHICH HAS EXPIRED OR BEEN TERMINATED IN A
TRANSACTION PERMITTED UNDER THIS AGREEMENT, OR (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.
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.
THE LIENS ON PROPERTY DESCRIBED IN
CLAUSES (C)(I) AND (C)(II) OF THIS PARAGRAPH SHALL BE DEEMED TO BE RELEASED WITH
NO ACTION ON THE PART OF ANY PERSON UPON THE SALE, TRANSFER OR OTHER DISPOSITION
THEREOF.
(D)
IN CONNECTION WITH ANY PROPOSED AMENDMENT, MODIFICATION, WAIVER OR
TERMINATION (A
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"PROPOSED CHANGE") REQUIRING THE CONSENT OF ALL LENDERS OR ALL AFFECTED LENDERS,
IF THE CONSENT OF THE REQUIRED LENDERS (AND, TO THE EXTENT ANY PROPOSED CHANGE
REQUIRES THE CONSENT OF LENDERS HOLDING LOANS OF ANY CLASS PURSUANT TO
CLAUSE (VI) OR (X) OF THE FIRST PROVISO TO PARAGRAPH (B) OF THIS SECTION, THE
CONSENT OF A MAJORITY IN INTEREST OF THE OUTSTANDING LOANS AND UNUSED
COMMITMENTS OF SUCH CLASS) TO SUCH PROPOSED CHANGE IS OBTAINED, BUT THE CONSENT
TO SUCH PROPOSED CHANGE OF OTHER LENDERS WHOSE CONSENT IS REQUIRED IS NOT
OBTAINED (ANY SUCH LENDER WHOSE CONSENT IS NOT OBTAINED AS DESCRIBED IN
PARAGRAPH (B) OF THIS SECTION BEING REFERRED TO AS A "NON-CONSENTING LENDER"),
THEN, SO LONG AS THE LENDER THAT IS ACTING AS ADMINISTRATIVE AGENT IS NOT A
NON-CONSENTING LENDER, THE PARENT BORROWER MAY, AT ITS SOLE EXPENSE AND EFFORT,
UPON NOTICE TO SUCH NON-CONSENTING LENDER AND THE ADMINISTRATIVE AGENT, REQUIRE
SUCH NON-CONSENTING LENDER TO ASSIGN AND DELEGATE, WITHOUT RECOURSE (IN
ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED IN SECTION 9.04), ALL
ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO AN ASSIGNEE THAT
SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER
ACCEPTS SUCH ASSIGNMENT), PROVIDED THAT (A) THE PARENT BORROWER SHALL HAVE
RECEIVED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK
AND THE SWINGLINE LENDER, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD,
(B) SUCH NON-CONSENTING LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO
THE OUTSTANDING PRINCIPAL OF ITS LOANS AND PARTICIPATIONS IN L/C DISBURSEMENTS
AND SWINGLINE LOANS AND ALL AMOUNTS DUE TO SUCH LENDER IN RESPECT OF OUTSTANDING
B/AS, ACCRUED INTEREST THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS PAYABLE TO IT
HEREUNDER FROM THE ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND
ACCRUED INTEREST AND FEES) OR THE BORROWERS (IN THE CASE OF ALL OTHER AMOUNTS)
AND (C) THE PARENT BORROWER OR SUCH ASSIGNEE SHALL HAVE PAID TO THE
ADMINISTRATIVE