BE RELEASED FROM THE LIEN
CREATED HEREBY TO THE EXTENT PROVIDED IN SECTION 8.7(B)(II) OR (III) OF THE
CREDIT AGREEMENT AND, IN CONNECTION THEREWITH, THE ADMINISTRATIVE AGENT, AT THE
REQUEST AND SOLE EXPENSE OF THE BORROWER, SHALL PROMPTLY EXECUTE AND DELIVER TO
THE BORROWER ALL RELEASES OR OTHER DOCUMENTS REASONABLY NECESSARY OR DESIRABLE
FOR THE RELEASE OF THE LIEN CREATED HEREBY ON SUCH COLLATERAL. AT THE REQUEST
AND SOLE EXPENSE OF THE BORROWER, A GRANTOR SHALL BE RELEASED FROM ITS
OBLIGATIONS HEREUNDER IN THE EVENT THAT ALL THE CAPITAL STOCK OF SUCH GRANTOR
SHALL BE SO SOLD OR DISPOSED TO A PERSON OTHER THAN AN INCLUDED SUBSIDIARY IN A
TRANSACTION PERMITTED BY ARTICLE VI OF THE CREDIT AGREEMENT; PROVIDED, HOWEVER,
THAT THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT, AT LEAST
FIVE BUSINESS DAYS PRIOR TO THE DATE OF THE PROPOSED RELEASE, A WRITTEN REQUEST
FOR RELEASE IDENTIFYING THE RELEVANT GRANTOR AND THE TERMS OF THE SALE OR OTHER
DISPOSITION IN REASONABLE DETAIL, INCLUDING THE PRICE THEREOF AND ANY EXPENSES
IN CONNECTION THEREWITH, TOGETHER WITH A CERTIFICATION BY A RESPONSIBLE OFFICER
OF THE BORROWER STATING THAT SUCH TRANSACTION IS IN COMPLIANCE WITH THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 7.12 REINSTATEMENT.(A)
EACH GRANTOR FURTHER AGREES THAT, IF ANY
PAYMENT MADE BY ANY LOAN PARTY OR OTHER PERSON AND APPLIED TO THE OBLIGATIONS IS
AT ANY TIME ANNULLED, AVOIDED, SET ASIDE, RESCINDED, INVALIDATED, DECLARED TO BE
FRAUDULENT OR PREFERENTIAL OR OTHERWISE REQUIRED TO BE REFUNDED OR REPAID, OR
THE PROCEEDS OF COLLATERAL ARE REQUIRED TO BE RETURNED BY ANY SECURED PARTY TO
SUCH LOAN PARTY, ITS ESTATE, TRUSTEE, RECEIVER OR ANY OTHER PARTY, INCLUDING ANY
GRANTOR, UNDER ANY BANKRUPTCY LAW, STATE OR FEDERAL LAW, COMMON LAW OR EQUITABLE
CAUSE, THEN, TO THE EXTENT OF SUCH PAYMENT OR REPAYMENT, ANY LIEN OR OTHER
COLLATERAL SECURING SUCH LIABILITY SHALL BE AND REMAIN IN FULL FORCE AND EFFECT,
AS FULLY AS IF SUCH PAYMENT HAD NEVER BEEN MADE OR, IF PRIOR THERETO THE LIEN
GRANTED HEREBY OR OTHER COLLATERAL SECURING SUCH LIABILITY HEREUNDER SHALL HAVE
BEEN RELEASED OR TERMINATED BY VIRTUE OF SUCH CANCELLATION OR SURRENDER), SUCH
LIEN OR OTHER COLLATERAL SHALL BE REINSTATED IN FULL FORCE AND EFFECT, AND SUCH
PRIOR CANCELLATION OR SURRENDER SHALL NOT DIMINISH, RELEASE, DISCHARGE, IMPAIR
OR OTHERWISE AFFECT ANY LIEN OR OTHER COLLATERAL SECURING THE OBLIGATIONS OF ANY
GRANTOR IN RESPECT OF THE AMOUNT OF SUCH PAYMENT.
SECTION 7.13 AMENDED AND RESTATED SECURITY AGREEMENT.(A)
THIS AGREEMENT
AMENDS AND RESTATES THE EXISTING SECURITY AGREEMENT, AND TO THE EXTENT THAT THE
"COLLATERAL" DESCRIBED IN THE EXISTING SECURITY AGREEMENT CONSTITUTES COLLATERAL
UNDER THIS SECURITY AGREEMENT, ALL LIENS AND SECURITY INTERESTS IN, AND THE
PLEDGES AND ASSIGNMENTS OF, THE COLLATERAL GRANTED BY THE EXISTING SECURITY
AGREEMENT (COLLECTIVELY, THE "EXISTING LIENS") ARE HEREBY RATIFIED, CONFIRMED,
RENEWED, EXTENDED, REARRANGED AND CARRIED FORWARD BY THE GRANTORS AS SECURITY
FOR THE SECURED
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Obligations, with the same priority and effect. The liens and security interests
in, and the pledges and assignments of,