RATABLY
IN THE BENEFITS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WITH THE
REVOLVING LOANS, INCREMENTAL TERM LOANS AND THE ACCRUED INTEREST AND FEES IN
RESPECT THEREOF AND (Y) TO INCLUDE APPROPRIATELY THE LENDERS HOLDING SUCH CREDIT
FACILITIES IN ANY DETERMINATION OF THE REQUIRED LENDERS AND LENDERS.
(D)
THE LENDERS HEREBY IRREVOCABLY AUTHORIZE THE ADMINISTRATIVE AGENT, AT ITS
OPTION AND IN ITS SOLE DISCRETION, TO RELEASE ANY LIENS GRANTED TO THE
ADMINISTRATIVE AGENT BY THE LOAN PARTIES ON ANY COLLATERAL (I) UPON THE
TERMINATION OF THE ALL COMMITMENTS, PAYMENT AND SATISFACTION IN FULL IN CASH OF
ALL SECURED OBLIGATIONS (OTHER THAN UNLIQUIDATED OBLIGATIONS), AND THE CASH
COLLATERALIZATION OF ALL UNLIQUIDATED OBLIGATIONS IN A MANNER SATISFACTORY TO
THE ADMINISTRATIVE AGENT, (II) CONSTITUTING PROPERTY BEING SOLD OR DISPOSED OF
IF THE COMPANY CERTIFIES TO THE ADMINISTRATIVE AGENT THAT THE SALE OR
DISPOSITION IS MADE IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT (AND THE
ADMINISTRATIVE AGENT MAY RELY CONCLUSIVELY ON ANY SUCH CERTIFICATE, WITHOUT
FURTHER INQUIRY), (III) CONSTITUTING PROPERTY LEASED TO THE COMPANY OR ANY
SUBSIDIARY 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.
(E)
IF, IN CONNECTION WITH ANY PROPOSED AMENDMENT, WAIVER OR CONSENT REQUIRING
THE CONSENT OF "EACH LENDER" OR "EACH LENDER AFFECTED THEREBY," THE CONSENT OF
THE REQUIRED LENDERS IS OBTAINED, BUT THE CONSENT OF OTHER NECESSARY LENDERS IS
NOT OBTAINED (ANY SUCH LENDER WHOSE CONSENT IS NECESSARY BUT NOT OBTAINED BEING
REFERRED TO HEREIN AS A "NON-CONSENTING LENDER"), THEN THE COMPANY MAY ELECT TO
REPLACE A NON-CONSENTING LENDER AS A LENDER PARTY TO THIS AGREEMENT, PROVIDED
THAT, CONCURRENTLY WITH SUCH REPLACEMENT, (I) ANOTHER BANK OR OTHER ENTITY WHICH
IS REASONABLY SATISFACTORY TO THE COMPANY, THE ADMINISTRATIVE AGENT SHALL AGREE,
AS OF SUCH DATE, TO PURCHASE FOR CASH THE LOANS AND OTHER OBLIGATIONS DUE TO THE
NON-CONSENTING LENDER PURSUANT TO AN ASSIGNMENT AND ASSUMPTION AND TO BECOME A
LENDER FOR ALL PURPOSES UNDER THIS AGREEMENT AND TO ASSUME ALL OBLIGATIONS OF
THE NON-CONSENTING LENDER TO BE TERMINATED AS OF SUCH DATE AND TO COMPLY WITH
THE REQUIREMENTS OF CLAUSE (B) OF SECTION 9.04, AND (II) EACH BORROWER SHALL PAY
TO SUCH NON-CONSENTING LENDER IN SAME DAY FUNDS ON THE DAY OF SUCH REPLACEMENT
(1) ALL INTEREST, FEES AND OTHER AMOUNTS THEN ACCRUED BUT UNPAID TO SUCH
NON-CONSENTING LENDER BY SUCH BORROWER HEREUNDER TO AND INCLUDING THE DATE OF
TERMINATION, INCLUDING WITHOUT LIMITATION PAYMENTS DUE TO SUCH NON-CONSENTING
LENDER UNDER SECTIONS 2.15