Common use of Collateral and Guarantee Matters Clause in Contracts

Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent to: (a) release (x) any Guarantor from the Guarantee or (y) any Lien on any property granted to or held by the Administrative Agent under any Loan Document, (i) upon payment in full of all Obligations (other than unmatured, surviving contingent indemnification obligations not yet due and payable) and the termination of all Revolving Commitments, (ii) as expressly permitted under the Loan Documents, (iii) in connection with (A) a merger, consolidation, amalgamation or sale of all or substantially all of the assets of a Subsidiary that is a Guarantor with or to the Borrower in accordance with Section 7.07(b) or (B) the sale, transfer or other Disposition permitted under Section 7.04 of all of the Capital Stock of a Subsidiary that is a Guarantor to any Person other than the Borrower or a Subsidiary of the Borrower or (iv) in the case of this clause (y), subject to Section 10.01, if approved, authorized or ratified in writing by Xxxxxxx having or holding Revolving Exposure and unused Revolving Commitments representing more than 66-2/3% of the aggregate Revolving Exposure and unused Revolving Commitments of all Revolving Lenders (provided that the aggregate amount of Revolving Exposure shall be determined with respect to any Defaulting Lender by disregarding the Revolving Exposure of such Defaulting Lender); and (b) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(j). Upon request by the Administrative Agent at any time, the Required Xxxxxxx will confirm in writing the authority of the Administrative Agent to release or subordinate its interest in particular types or items of property, pursuant to this Section 9.10.

Collateral and Guarantee Matters. The Lenders irrevocably (a) Each of the Lenders, the Issuing Banks and (by accepting the benefits of the Security Instruments, each other Secured Party) authorize the Administrative Agent to: (a) to release (xor in the case of clause (iv) any Guarantor from below, subordinate) the Guarantee or (y) any Lien Liens on any property granted to or held by the Administrative Agent under any Loan Document, Document upon the satisfaction of any of the following conditions: (i) upon payment the Payment in full of all Obligations (other than unmatured, surviving contingent indemnification obligations not yet due and payable) and the termination of all Revolving Commitments, Full; (ii) the Disposition of any property to any Person other than a Credit Party or Restricted Subsidiary as expressly part of or in connection with any Disposition permitted under the Loan Documents, ; (iii) in connection with (A) a merger, consolidation, amalgamation or sale of all or substantially all of the assets of a Subsidiary that is a Guarantor with or to the Borrower in accordance with Section 7.07(b) or (B) the sale, transfer or other Disposition permitted under Section 7.04 of all of the Capital Stock of a Subsidiary that is a Guarantor to any Person other than the Borrower or a Subsidiary of the Borrower or (iv) in the case of this clause (y), subject to Section 10.0112.02, if approved, authorized or ratified in writing by Xxxxxxx having the Majority Lenders or holding Revolving Exposure and unused Revolving Commitments representing more than 66-2/3% such other number or percentage of the aggregate Revolving Exposure and unused Revolving Commitments of all Revolving Lenders (provided that the aggregate amount of Revolving Exposure shall be determined with respect to any Defaulting Lender by disregarding the Revolving Exposure of such Defaulting Lender); andrequired hereby; (biv) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(j9.03(c); or (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations pursuant to Section 11.11(b); (b) Each of the Lenders, the Issuing Banks and (by accepting the benefits of the Security Instruments, each other Secured Party) irrevocably agree that any Guarantor shall be automatically released from its obligations under the Guaranty and Collateral Agreement upon the satisfaction of any of the following conditions: (i) upon Payment in Full; (ii) if such Guarantor (other than the Borrower) ceases to be a Restricted Subsidiary as a result of a transaction permitted under and in accordance with the Loan Documents; (iii) all the capital stock or other Equity Interests of such Guarantor are Disposed of in a transaction permitted by the Loan Documents; or (iv) upon written request by the Borrower to the Administrative Agent, such Guarantor becomes an Unrestricted Subsidiary. (c) Each of the Lenders, the Issuing Banks and (by accepting the benefits of the Security Instruments, each other Secured Party) irrevocably agree to the Administrative Agent promptly executing and delivering all releases, termination statements and/or other documents reasonably necessary or desirable to evidence of the release of Liens on Collateral created under the applicable Loan Document and Guarantors contemplated by Section 11.11(a) and (b) (or, in the case of Section 11.11(a)(iv) above subordination), upon the written request delivered to the Administrative Agent and at the sole expenses of the Borrower and the applicable Guarantor; provided that the Borrower shall have delivered to the Administrative Agent, at least 5 Business Days prior to the date of the proposed release (or such shorter period as may be agreed to by the Administrative Agent in its sole discretion), a written request for evidence of the release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released or subordinated is being released or subordinated. (d) Any release of guarantee obligations or security interests shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Secured Obligations shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon request by the Administrative Agent at any time, the Required Xxxxxxx Majority Lenders will confirm in writing the Administrative Agent’s authority of the Administrative Agent to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty and Collateral Agreement pursuant to this Section 9.1011.11. (e) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral. (f) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, each Lender, each Issuing Bank and each other Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty and Collateral Agreement or any other Security Instrument, it being understood and agreed that all powers, rights and remedies under any of the Security Instruments may be exercised solely by the Administrative Agent, for the benefit of the Secured Parties in accordance with the terms thereof and all powers, rights and remedies under the Security Instruments may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other Disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and the Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Majority Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or Disposition, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other Disposition.

Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent to: (a) release (x) any Guarantor from the Guarantee or (y) any Lien on any property granted to or held by the Administrative Agent under any Loan Document, (i) upon payment in full of all Obligations (other than unmatured, surviving contingent indemnification obligations not yet due and payable) and the termination of all Revolving Commitments, (ii) as expressly permitted under the Loan Documents, (iii) in connection with (A) a merger, consolidation, amalgamation or sale of all or substantially all of the assets of a Subsidiary that is a Guarantor with or to the Borrower in accordance with Section 7.07(b) or (B) the sale, transfer or other Disposition permitted under Section 7.04 of all of the Capital Stock of a Subsidiary that is a Guarantor to any Person other than the Borrower or a Subsidiary of the Borrower or (iv) in the case of this clause (y), subject to Section 10.01, if approved, authorized or ratified in writing by Xxxxxxx Lenders having or holding Revolving Exposure and unused Revolving Commitments representing more than 66-2/3% of the aggregate Revolving Exposure and unused Revolving Commitments of all Revolving Lenders (provided that the aggregate amount of Revolving Exposure shall be determined with respect to any Defaulting Lender by disregarding the Revolving Exposure of such Defaulting Lender); and (b) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(j). Upon request by the Administrative Agent at any time, the Required Xxxxxxx Lenders will confirm in writing the authority of the Administrative Agent to release or subordinate its interest in particular types or items of property, pursuant to this Section 9.10.

Collateral and Guarantee Matters. No Secured Party shall have any right individually to realize upon any of the Collateralized L/C Collateral or to enforce any Guarantee, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. The Lenders irrevocably authorize the Administrative Agent to: (a) release (x) any Guarantor from the Guarantee or (y) any Lien on any property granted to or held by the Administrative Agent under any Loan Document, (i) upon payment in full of all Obligations (other than unmatured, surviving contingent indemnification obligations not yet due and payableobligations) and the termination of all Revolving CommitmentsCommitments and the cancellation or expiration of all Letters of Credit (or Cash Collateralization of outstanding Letters of Credit at the Minimum Cash Collateral Amount), (ii) as expressly permitted under the Loan Documents, (iii) in connection with (A) a merger, consolidation, amalgamation or sale of all or substantially all of the assets of a Restricted Subsidiary that is a Guarantor with or to the Borrower in accordance with Section 7.07(b) or (B) the sale, transfer or other Disposition permitted under Section 7.04 of all of the Capital Stock of a Subsidiary that is a Guarantor to any Person other than the Borrower or a Subsidiary of the Borrower 6.04 or (iv) in the case of this clause (y), subject to Section 10.01, if approved, authorized or ratified in writing by Xxxxxxx Lenders having or holding Revolving Exposure and unused Revolving Commitments representing more than 66-2/3% of the aggregate Revolving Exposure and unused Revolving Commitments of all Revolving Lenders (provided that the aggregate amount of Revolving Exposure shall be determined with respect to any Defaulting Lender by disregarding the Revolving Exposure of such Defaulting Lender); and (b) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(j7.01(j). Upon request by the Administrative Agent at any time, the Required Xxxxxxx will confirm in writing the authority of the Administrative Agent to release or subordinate its interest in particular types or items of property, pursuant to this Section 9.10.

Collateral and Guarantee Matters. The Lenders Each Secured Party irrevocably authorize authorizes and instructs the Administrative Collateral Agent toto do the following: (a) release (x) any Guarantor from the Guarantee or (y) any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document, Document (i) upon payment in full the satisfaction of all Obligations (other than unmatured, surviving contingent indemnification obligations not yet due and payable) and the termination of all Revolving CommitmentsRelease Conditions, (ii) that is sold or transferred or to be sold or transferred as expressly permitted under part of or in connection with any sale, transfer or other disposition not prohibited by the Loan Documents to a Person that is not a Credit Party (including release of any Collateral subject to a Permitted Supply Chain Financing), (iii) that does not constitute (or ceases to constitute) Collateral, (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its guarantee otherwise in accordance with the Loan Documents, (iiiv) in connection with (A) a merger, consolidation, amalgamation or sale of all or substantially all of the assets of a Subsidiary that is a Guarantor with or to the Borrower otherwise in accordance with Section 7.07(b) or (B) the sale, transfer or other Disposition permitted under Section 7.04 of all of the Capital Stock of a Subsidiary that is a Guarantor to any Person other than the Borrower or a Subsidiary 12 of the Borrower Security Agreement (or the corresponding provision of any other Security Agreement) and/or (ivvi) in the case of this clause (y), subject to Section 10.01, if approved, authorized or ratified in writing by Xxxxxxx having or holding Revolving Exposure and unused Revolving Commitments representing more than 66-2/3% the percentage of the aggregate Revolving Exposure and unused Revolving Commitments of all Revolving Lenders (provided that the aggregate amount of Revolving Exposure shall be determined with respect to any Defaulting Lender required by disregarding the Revolving Exposure of such Defaulting Lender)Section 9.02; and (b) subordinate release any Lien on any property granted to or held by Subsidiary Guarantor from its guarantee of the Administrative Agent under any Loan Document to Secured Obligations (i) upon the holder consummation of any Lien on permitted transaction or series of related transactions if as a result thereof such property that is permitted by Section 7.02(j). Upon request by Subsidiary Guarantor ceases to be a Subsidiary of the Administrative Agent Borrower, (ii) with respect to USS-UPI, LLC, at any timethe option of the Borrower; provided that, as of immediately prior to such release, the Required Xxxxxxx will confirm aggregate amount of available Collateral of USS-UPI, LLC included in writing the authority Aggregate Borrowing Base does not exceed $25,000,000 (determined as of the Administrative Agent date of the most recently delivered Borrowing Base Certificate prior to release or subordinate its interest in particular types or items such date) and/or (iii) upon the satisfaction of property, pursuant to this Section 9.10the Release Conditions.