TO THE BORROWERS OR THEIR SECURITIES FOR PURPOSES OF
UNITED STATES FEDERAL AND STATE SECURITIES LAWS, (III) ALL BORROWERS MATERIALS
MARKED "PUBLIC" ARE PERMITTED TO BE MADE AVAILABLE THROUGH A PORTION OF THE
PLATFORM DESIGNATED "PUBLIC INVESTOR;" AND (IV) THE ADMINISTRATIVE AGENT AND THE
CO-LEAD ARRANGERS SHALL BE ENTITLED TO TREAT ANY BORROWERS MATERIALS THAT ARE
NOT MARKED "PUBLIC" AS BEING SUITABLE ONLY FOR POSTING ON A PORTION OF THE
PLATFORM NOT DESIGNATED "PUBLIC INVESTOR."
SECTION 9.19.
RELEASE OF LIENS AND GUARANTEES.
IN THE EVENT THAT ANY LOAN
PARTY CONVEYS, SELLS, LEASES, ASSIGNS, TRANSFERS OR OTHERWISE DISPOSES OF ALL OR
ANY PORTION OF ANY OF THE EQUITY INTERESTS OR ASSETS OF ANY SUBSIDIARY LOAN
PARTY TO A PERSON THAT IS NOT (AND IS NOT REQUIRED TO BECOME) A LOAN PARTY IN A
TRANSACTION NOT PROHIBITED BY SECTION 6.05, THE ADMINISTRATIVE AGENT SHALL
PROMPTLY (AND THE LENDERS HEREBY AUTHORIZE THE ADMINISTRATIVE AGENT TO) TAKE
SUCH ACTION AND EXECUTE ANY SUCH DOCUMENTS AS MAY BE REASONABLY REQUESTED BY
HOLDINGS OR THE BORROWERS AND AT THE BORROWERS' EXPENSE TO RELEASE ANY LIENS
CREATED BY ANY LOAN DOCUMENT IN RESPECT OF SUCH EQUITY INTERESTS OR ASSETS, AND,
IN THE CASE OF A DISPOSITION OF THE EQUITY INTERESTS OF ANY SUBSIDIARY LOAN
PARTY IN A TRANSACTION PERMITTED BY SECTION 6.05 AND AS A RESULT OF WHICH SUCH
SUBSIDIARY LOAN PARTY WOULD CEASE TO BE A SUBSIDIARY, TERMINATE SUCH SUBSIDIARY
LOAN PARTY'S OBLIGATIONS UNDER ITS GUARANTEE.
IN ADDITION, THE ADMINISTRATIVE
AGENT AGREES TO TAKE SUCH ACTIONS AS ARE REASONABLY REQUESTED BY HOLDINGS OR THE
BORROWERS AND AT THE BORROWERS' EXPENSE TO TERMINATE THE LIENS AND SECURITY
INTERESTS CREATED BY THE LOAN DOCUMENTS WHEN ALL THE OBLIGATIONS (OTHER THAN
CONTINGENT INDEMNIFICATION OBLIGATIONS AND EXPENSE REIMBURSEMENT CLAIMS TO THE
EXTENT NO CLAIM THEREFORE HAS BEEN MADE) ARE PAID IN FULL AND ALL LETTERS OF
CREDIT AND COMMITMENTS ARE TERMINATED.
IN ADDITION, IMMEDIATELY PRIOR TO THE
CONSUMMATION OF A QUALIFIED IPO, THE GUARANTEE INCURRED BY HOLDINGS OF THE
OBLIGATIONS SHALL AUTOMATICALLY TERMINATE.
ANY REPRESENTATION, WARRANTY OR
COVENANT CONTAINED IN ANY LOAN DOCUMENT RELATING TO ANY SUCH EQUITY INTERESTS,
ASSET OR SUBSIDIARY OF HOLDINGS SHALL NO LONGER BE DEEMED TO BE MADE ONCE SUCH
EQUITY INTERESTS OR ASSET IS SO CONVEYED, SOLD, LEASED, ASSIGNED, TRANSFERRED OR
DISPOSED OF.
148
SECTION 9.20.
Judgment Currency.
If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due hereunder or any other Loan
Document in one currency into another currency, the rate of exchange used shall
be that at which in accordance with normal banking procedures the Administrative
Agent could purchase the first currency with such other currency on the Business
Day preceding that on which final judgment is given.
The obligation of the
Borrowers in respect of any such sum due from it to the Administrative Agent or
the Lenders hereunder or under the other Loan Documents shall, notwithstanding
any judgment in a currency (the "Judgment Currency") other than that in which
such sum is