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 10.10
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 HOLDINGS 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 A PERSON THAT IS NOT A GROUP
MEMBER; AND
(B)
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 A PERSON THAT IS NOT A GROUP MEMBER, (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 IN THE CASE OF THIS CLAUSE (III), (A)
TERMINATION OF THE REVOLVING CREDIT
COMMITMENTS, (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 BY THE HOLDER OF SUCH OBLIGATION, (C)
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DEPOSIT OF CASH COLLATERAL WITH RESPECT TO ALL L/C OBLIGATIONS AND OTHER
ASSERTED CONTINGENT OBLIGATIONS (OR, IN THE CASE OF ANY L/C OBLIGATIONS, 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 AGENT, RECEIPT BY THE ADMINISTRATIVE AGENT OF LIABILITY RELEASES
FROM THE LOAN PARTIES EACH IN FORM AND SUBSTANCE REASONABLY 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.
SECTION 10.11
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 SECURED PARTY IS BOUND BY (AND, IF REQUESTED BY THE ADMINISTRATIVE AGENT,
SHALL CONFIRM SUCH AGREEMENT IN A WRITING IN FORM AND SUBSTANCE ACCEPTABLE TO
THE ADMINISTRATIVE AGENT) THIS ARTICLE 10, SECTION 11.8 (RIGHT OF SETOFF),
SECTION 11.9 (SHARING OF PAYMENTS) AND SECTION 11.20