Common use of Appointment for Perfection; Release of Collateral Clause in Contracts

Appointment for Perfection; Release of Collateral. (a) Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the holders of Secured Obligations, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to or for the benefit of the Administrative Agent by the Parent or any of its Subsidiaries on any Collateral (i) upon (A) the termination of the Commitments and payment in full of the Obligations (other than unasserted contingent indemnification obligations that are not due and payable), (B) the termination or expiration of any Swap Agreements evidencing any of the Swap Obligations or the substitution of credit in a manner reasonably satisfactory to any swap counterparty in respect thereof and (C) the expiration or termination of all Letters of Credit (or provision therefore in a manner reasonably satisfactory to the Issuing Bank), (ii) that is sold or to be sold as part of or in connection with any sale permitted under the Credit Documents or (iii) owned by a Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty in connection with any such release permitted under the Credit Documents. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Appointment for Perfection; Release of Collateral. (a) Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the holders Holders of Secured Obligations, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to or for the benefit of the Administrative Agent by the Parent Company or any of its Subsidiaries on any Collateral (i) upon (A) the termination of the Commitments and payment in full of the Obligations (other than unasserted contingent indemnification obligations that are not yet due and payable), (B) the termination or expiration of any Swap Agreements evidencing any of the Swap Obligations or the substitution of credit in a manner reasonably satisfactory to any swap counterparty in respect thereof and (C) the expiration or termination of all Letters of Credit (or provision therefore in a manner reasonably satisfactory to the Issuing BankBanks), (ii) that is sold or to be sold as part partypart of or in connection with any sale permitted under the Credit Documents Loan Documents, or (iii) owned by a Subsidiary Guarantor Domestic Loan Party upon release of such Subsidiary Guarantor Domestic Loan Party from its obligations under the its Subsidiary Guaranty in connection with any such release permitted under the Credit DocumentsLoan Documents or (iv) in accordance with the terms of Section 5.10(e). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Loan Parties in respect of) all interests retained by the Credit Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Appointment for Perfection; Release of Collateral. (a) Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the holders Holders of Secured Obligations, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to or for the benefit of the Administrative Agent by the Parent Borrower or any of its Subsidiaries on any Collateral (i) upon (A) the termination of the Commitments and payment in full of the Obligations (other than unasserted contingent indemnification obligations that are not yet due and payable), (B) the termination or expiration of any Swap Agreements evidencing any of the Swap Obligations or the substitution of credit in a manner reasonably satisfactory to any swap counterparty in respect thereof and (C) the expiration or termination of all Letters of Credit (or provision therefore in a manner reasonably satisfactory to the Issuing BankBanks), (ii) that is sold or to be sold as part of or in connection with any sale permitted under the Credit Loan Documents or (iii) owned by a Subsidiary Guarantor Domestic Loan Party upon release of such Subsidiary Guarantor Domestic Loan Party from its obligations under the its Subsidiary Guaranty Guarantee in connection with any such release permitted under the Credit Loan Documents. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Loan Parties in respect of) all interests retained by the Credit Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Appointment for Perfection; Release of Collateral. (a) Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the holders Holders of Secured Obligations, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to or for the benefit of the Administrative Agent by the Parent Company or any of its Subsidiaries on any Collateral (i) upon (A) the termination of the Commitments and payment in full of the Obligations (other than unasserted contingent indemnification obligations that are not yet due and payable), (B) the termination or expiration of any Swap Agreements evidencing any of the Swap Obligations or the substitution of credit in a manner reasonably satisfactory to any swap counterparty in respect thereof and (C) the expiration or termination of all Letters of Credit (or provision therefore in a manner reasonably satisfactory to the Issuing BankBanks), (ii) that is sold or to be sold as part of or in connection with any sale permitted under the Credit Loan Documents or (iii) owned by a Subsidiary Guarantor Domestic Loan Party upon release of such Subsidiary Guarantor Domestic Loan Party from its obligations under the its Subsidiary Guaranty in connection with any such release permitted under the Credit Loan Documents. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Loan Parties in respect of) all interests retained by the Credit Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Appointment for Perfection; Release of Collateral. (a) Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the holders Holders of Secured Obligations, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to or for the benefit of the Administrative Agent by the Parent Company or any of its Subsidiaries on any Collateral (i) upon (A) the termination of the Commitments and payment in full of the Obligations (other than unasserted contingent indemnification obligations that are not yet due and payable), (B) the termination or expiration of any Swap Agreements evidencing any of the Swap Obligations or the substitution of credit in a manner reasonably satisfactory to any swap counterparty in respect thereof and (C) the expiration or termination of all Letters of Credit (or provision therefore in a manner reasonably satisfactory to the Issuing BankBanks), (ii) that is sold or to be sold as part party of or in connection with any sale permitted under the Credit Documents or Loan Documents, (iii) owned by a Subsidiary Guarantor Domestic Loan Party upon release of such Subsidiary Guarantor Domestic Loan Party from its obligations under the its Subsidiary Guaranty in connection with any such release permitted under the Credit DocumentsLoan Documents or (iv) in accordance with the terms of Section 5.10(e). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Loan Parties in respect of) all interests retained by the Credit Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Appointment for Perfection; Release of Collateral. (a) Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the holders of Secured Obligations, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. (b) The Lenders hereby irrevocably authorize agree that the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent or for the benefit of the Administrative Agent and/or the Lenders by the Parent or any of its Subsidiaries the Credit Parties on any Collateral (i) shall automatically be released upon (A) (i) the termination of the Commitments and payment in full of the Obligations (other than unasserted in respect of contingent indemnification obligations that are and expense reimbursement claims not then due and payable), (Bii) the termination or expiration of any Swap Agreements evidencing any of the Swap Obligations or the substitution of credit in a manner reasonably satisfactory to any swap counterparty in respect thereof and (Ciii) the expiration or termination of all Letters of Credit (or provision therefore in a manner reasonably satisfactory to the Issuing Bank), (iiB) the sale, transfer or disposition of any Collateral by any Credit Party in a transaction permitted by this Agreement to any Person that is sold or to be sold as part of or in connection with any sale permitted under not a Credit Party, (C) the Credit Documents or (iii) owned by a Subsidiary Guarantor upon release of such Subsidiary a Guarantor from its obligations under the Subsidiary Guaranty Guarantee and Collateral Agreement and (D) if the release of such Lien is approved, authorized or ratified in connection writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with any such release permitted under the Credit DocumentsSection 9.02). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) In addition, the Lenders hereby irrevocably agree that the Subsidiary Guarantors shall be released from the Guarantee and Collateral Agreement upon the consummation of any transaction not prohibited hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary or becoming an Excluded Subsidiary (other than pursuant to clauses (c) or (d) of the definition thereof) (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by any officer of such Credit Party upon its reasonable request without further inquiry).