Common use of Collateral Matters and Release of Guaranties Clause in Contracts

Collateral Matters and Release of Guaranties. (a) The US Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Agents’ Liens upon any US Collateral (i) upon the termination of the US Commitments and payment and satisfaction in full by US Borrowers of all US Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral or a Supporting Letter of Credit pursuant to Section 1.4(g) hereof and Section 1.4(g) of the UK Credit Agreement (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if the US Borrower Representative certifies to the Administrative Agent that the sale or disposition is made in compliance with Section 7.9 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Administrative Agent will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the Administrative Agent may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all UK Collateral so released under the UK Credit Agreement) not in excess of the Dollar Equivalent of $2,000,000 in the aggregate for all Borrowers during each Fiscal Year without the prior written authorization of any Lenders and the Administrative Agent may release the Applicable Agents’ Liens on Collateral valued in the aggregate (including all UK Collateral so released under the UK Credit Agreement) not in excess of the Dollar Equivalent of an additional $4,000,000 in the aggregate for all Borrowers during each Fiscal Year with the prior written authorization of Required Lenders, Upon request by the Administrative Agent or the US Borrower Representative at any time, the US Lenders will confirm in writing the Administrative Agent’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11.

Collateral Matters and Release of Guaranties. (a) The US Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Agents’ Liens upon any US Collateral (i) upon the termination of the US Commitments and payment and satisfaction in full by the US Borrowers of all US Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral or a Supporting Letter of Credit pursuant to Section 1.4(g) hereof and Section 1.4(g) of the UK Credit Agreement (whether or not any of such obligations are due) and all other ObligationsObligations (other than indemnities and other contingent obligations not then due and payable); (ii) constituting property being sold or disposed of if the US Borrower Representative certifies to the Administrative Agent that the sale or disposition is made in compliance with Section 7.9 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Administrative Agent will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the Administrative Agent may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all UK Collateral so released under the UK Credit Agreement) not in excess of the Dollar Equivalent of $2,000,000 in the aggregate for all Borrowers during each Fiscal Year without the prior written authorization of any Lenders and the Administrative Agent may release the Applicable Agents’ Liens on Collateral valued in the aggregate (including all UK Collateral so released under the UK Credit Agreement) not in excess of the Dollar Equivalent of an additional $4,000,000 in the aggregate for all Borrowers during each Fiscal Year with the prior written authorization of Required Lenders, . Upon request by the Administrative Agent or the US Borrower Representative at any time, the US Lenders will confirm in writing the Administrative Agent’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11.

Collateral Matters and Release of Guaranties. (a) The US UK Lenders hereby irrevocably authorize the Administrative AgentUK Security Trustee, at its option and in its sole discretion, to release any Agents’ Liens upon any US UK Collateral (i) upon the termination of the US UK Commitments and payment and satisfaction in full by US UK Borrowers of all US UK Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral or a Supporting Letter of Credit pursuant to Section 1.4(g) hereof and Section 1.4(g) of the UK US Credit Agreement (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if the US UK Borrower Representative certifies to the Administrative Agent UK Security Trustee that the sale or disposition is made in compliance with Section 7.9 (and the Administrative Agent UK Security Trustee may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Administrative Agent UK Security Trustee will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the Administrative Agent UK Security Trustee may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all UK US Collateral so released under the UK US Credit Agreement) not in excess of the Dollar Sterling Equivalent of $2,000,000 in the aggregate for all Borrowers during each Fiscal Year without the prior written authorization of any Lenders and the Administrative Agent UK Security Trustee may release the Applicable Agents’ Liens on Collateral valued in the aggregate (including all UK US Collateral so released under the UK US Credit Agreement) not in excess of the Dollar Sterling Equivalent of an additional $4,000,000 in the aggregate for all Borrowers during each Fiscal Year with the prior written authorization of Required Lenders, Lenders Upon request by the Administrative Agent UK Security Trustee or the US UK Borrower Representative at any time, the US UK Lenders will confirm in writing the Administrative AgentUK Security Trustee’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11.

Collateral Matters and Release of Guaranties. (a) The US UK Lenders hereby irrevocably authorize the Administrative AgentUK Security Trustee, at its option and in its sole discretion, to release any Agents’ Liens upon any US UK Collateral (i) upon the termination of the US UK Commitments and payment and satisfaction in full by US Borrowers the UK Borrower of all US UK Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral or a Supporting Letter of Credit pursuant to Section 1.4(g) hereof and Section 1.4(g) of the UK US Credit Agreement (whether or not any of such obligations are due) and all other ObligationsObligations (other than indemnities and other contingent obligations not then due and payable); (ii) constituting property being sold or disposed of if the US UK Borrower Representative certifies to the Administrative Agent UK Security Trustee that the sale or disposition is made in compliance with Section 7.9 (and the Administrative Agent UK Security Trustee may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Administrative Agent UK Security Trustee will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the Administrative Agent UK Security Trustee may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all UK US Collateral so released under the UK US Credit Agreement) not in excess of the Dollar Sterling Equivalent of $2,000,000 in the aggregate for all Borrowers during each Fiscal Year without the prior written authorization of any Lenders and the Administrative Agent UK Security Trustee may release the Applicable Agents’ Liens on Collateral valued in the aggregate (including all UK US Collateral so released under the UK US Credit Agreement) not in excess of the Dollar Sterling Equivalent of an additional $4,000,000 in the aggregate for all Borrowers during each Fiscal Year with the prior written authorization of Required Lenders, . Upon request by the Administrative Agent UK Security Trustee or the US UK Borrower Representative at any time, the US UK Lenders will confirm in writing the Administrative AgentUK Security Trustee’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11.