including the right to receive
fees or to have Lenders participate in any L/C Reimbursement Obligation thereof)
with respect to Letters of Credit issued by such L/C Issuer prior to the date of
such resignation and shall otherwise be discharged from all other duties and
obligations under the Loan Documents.
SECTION 3.10
RELEASE OF COLLATERAL OR GUARANTORS.
EACH LENDER AND L/C
ISSUER HEREBY CONSENTS TO THE RELEASE AND HEREBY DIRECTS THE ADMINISTRATIVE
AGENT TO RELEASE (OR, IN THE CASE OF CLAUSE (B)(II) BELOW, RELEASE OR
SUBORDINATE) THE FOLLOWING:
(A)
ANY SUBSIDIARY OF THE BORROWER FROM ITS GUARANTY OF ANY OBLIGATION
OF ANY LOAN PARTY IF ALL OF THE SECURITIES OF SUCH SUBSIDIARY OWNED BY ANY GROUP
MEMBER ARE SOLD IN A SALE PERMITTED UNDER THE LOAN DOCUMENTS (INCLUDING PURSUANT
TO A WAIVER OR CONSENT), TO THE EXTENT THAT, AFTER GIVING EFFECT TO SUCH SALE,
SUCH SUBSIDIARY WOULD NOT BE REQUIRED TO GUARANTY ANY OBLIGATIONS PURSUANT TO
SECTION 7.10; AND
2.
ANY LIEN HELD BY THE ADMINISTRATIVE
AGENT FOR THE BENEFIT OF THE SECURED PARTIES AGAINST (I) ANY COLLATERAL THAT IS
SOLD BY A LOAN PARTY IN A SALE PERMITTED BY THE LOAN DOCUMENTS (INCLUDING
PURSUANT TO A VALID WAIVER OR CONSENT), TO THE EXTENT ALL LIENS REQUIRED TO BE
GRANTED IN SUCH COLLATERAL PURSUANT TO SECTION 7.10 AFTER GIVING EFFECT TO SUCH
SALE HAVE BEEN GRANTED, (II) ANY PROPERTY SUBJECT TO A LIEN PERMITTED HEREUNDER
IN RELIANCE UPON SECTION 8.2(D) OR (E) AND (III) ALL OF THE COLLATERAL AND ALL
LOAN PARTIES, UPON (A) TERMINATION OF THE COMMITMENTS AND ALL SECURED HEDGING
SUPPORT DOCUMENTS, (B) PAYMENT AND SATISFACTION IN FULL OF ALL LOANS, ALL L/C
REIMBURSEMENT OBLIGATIONS AND ALL OTHER OBLIGATIONS THAT THE ADMINISTRATIVE
AGENT HAS BEEN NOTIFIED IN WRITING ARE THEN DUE AND PAYABLE, (C) DEPOSIT OF CASH
COLLATERAL WITH RESPECT TO ALL CONTINGENT OBLIGATIONS (OR, IN THE CASE OF ANY
L/C OBLIGATION, A BACK-UP LETTER OF CREDIT HAS BEEN ISSUED), IN AMOUNTS AND ON
TERMS AND CONDITIONS AND WITH PARTIES SATISFACTORY TO THE ADMINISTRATIVE AGENT
AND EACH INDEMNITEE THAT IS OWED SUCH OBLIGATIONS AND (D) TO THE EXTENT
REQUESTED BY THE ADMINISTRATIVE
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AGENT, RECEIPT BY THE SECURED PARTIES OF LIABILITY RELEASES FROM THE LOAN
PARTIES EACH IN FORM AND SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
Each Lender and L/C Issuer hereby directs the Administrative Agent, and the
Administrative Agent hereby agrees, upon receipt of reasonable advance notice
from the Borrower, to execute and deliver or file such documents and to perform
other actions reasonably necessary to release the guaranties and Liens when and
as directed in this Section 10.10.
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SECTION 3.11
ADDITIONAL SECURED PARTIES.
THE BENEFIT OF THE
PROVISIONS OF THE LOAN DOCUMENTS DIRECTLY RELATING TO THE COLLATERAL OR ANY LIEN
GRANTED THEREUNDER SHALL EXTEND TO AND BE AVAILABLE TO ANY SECURED PARTY THAT IS
NOT A LENDER OR L/C ISSUER AS LONG AS, BY ACCEPTING SUCH BENEFITS, SUCH SECURED
PARTY AGREES, AS AMONG THE ADMINISTRATIVE AGENT AND ALL OTHER SECURED PARTIES,
THAT SUCH