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

Collateral Matters and Release of Guaranties. (a) The UK Lenders hereby irrevocably authorize the UK Security Trustee, at its option and in its sole discretion, to release any Agents’ Liens upon any UK Collateral (i) upon the termination of the UK Commitments and payment and satisfaction in full by the UK Borrower of all 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 pursuant to Section 1.4(g) hereof and Section 1.4(g) of the US Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent obligations not then due and payable); (ii) constituting property being sold or disposed of if the UK Borrower certifies to the UK Security Trustee that the sale or disposition is made in compliance with Section 7.9 (and the 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 UK Security Trustee will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the UK Security Trustee may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all US Collateral so released under the US Credit Agreement) not in excess of the 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 UK Security Trustee may release the Applicable Agents’ Liens on Collateral valued in the aggregate (including all US Collateral so released under the US Credit Agreement) not in excess of the 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 UK Security Trustee or the UK Borrower at any time, the UK Lenders will confirm in writing the UK Security Trustee’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11. (b) Upon receipt by the Applicable Security Agent of any authorization required pursuant to Section 12.11 of the UK Agent’s authority to release Agents’ Liens upon particular types or items of UK Collateral, and upon at least five (5) Applicable Business Days prior written request by the UK Borrower, the UK Security Trustee shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agents’ Liens upon such Collateral; provided, however, that (i) the UK Security Trustee shall not be required to execute any such document on terms which, in the UK Security Trustee’s opinion, would expose the UK Security Trustee to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) 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 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 to the extent set forth in the Loan Documents. (c) The UK Security Trustee shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the applicable Credit Party or is cared for, protected or insured or has been encumbered, or that the UK Security Trustees’ Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the UK Security Trustee pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the UK Security Trustee may act in any manner it may deem appropriate, in its sole discretion given the UK Security Trustee’s own interest in the UK Collateral in its capacity as one of the UK Lenders and that the UK Security Trustee shall have no other duty or liability whatsoever to any UK Lender as to any of the foregoing. (d) The Lenders hereby irrevocably authorize the Administrative Agent and the UK Security Trustee and UK Agent, at their option and in their sole discretion, to release any Subsidiary Guaranty: (i) upon the termination of the UK Commitments and payment and satisfaction in full by the UK Borrower of all 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 pursuant to Section 1.4(g) hereof and Section 1.4(g) of the US Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent Obligations not then due and payable); (ii) granted by any Subsidiary Guarantor which is being sold or disposed of if the UK Borrower certifies to the UK Agent that the sale or disposition is made in compliance with Section 7.9 (and the UK Agent may rely conclusively on any such certificate, without further inquiry). Except as provided above, the UK Agent will not release any of the Subsidiary Guaranties granted by any Subsidiary Guarantor without the prior written authorization of the Lenders; provided that the UK Agent may, in its discretion, release the Subsidiary Guaranties of any Subsidiary Guarantor if such Subsidiary Guarantor shall own assets with a fair market value of less than $250,000. Upon request by the UK Agent or the UK Borrower at any time, the UK Lenders will confirm in writing the UK Agent’s authority to release any Subsidiary Guaranties pursuant to this Section 12.10.

Collateral Matters and Release of Guaranties. (a) The UK US Lenders hereby irrevocably authorize the UK Security TrusteeAdministrative Agent, at its option and in its sole discretion, to release any Agents’ Liens upon any UK US Collateral (i) upon the termination of the UK US Commitments and payment and satisfaction in full by the UK Borrower US Borrowers of all UK 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 pursuant to Section 1.4(g) hereof and Section 1.4(g) of the US UK Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent obligations not then due and payable); (ii) constituting property being sold or disposed of if the UK US Borrower Representative certifies to the UK Security Trustee Administrative Agent that the sale or disposition is made in compliance with Section 7.9 (and the UK Security Trustee 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 UK Security Trustee Administrative Agent will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the UK Security Trustee Administrative Agent may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all US UK Collateral so released under the US UK Credit Agreement) not in excess of the Sterling 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 UK Security Trustee Administrative Agent may release the Applicable Agents’ Liens on Collateral valued in the aggregate (including all US UK Collateral so released under the US UK Credit Agreement) not in excess of the Sterling 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 UK Security Trustee Administrative Agent or the UK US Borrower Representative at any time, the UK US Lenders will confirm in writing the UK Security TrusteeAdministrative Agent’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11. (b) Upon receipt by the Applicable Security Agent of any authorization required pursuant to Section 12.11 of the UK US Agent’s authority to release Agents’ Liens upon particular types or items of UK US Collateral, and upon at least five (5) Applicable Business Days prior written request by the UK BorrowerUS Borrower Representative, the UK Security Trustee Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agents’ Liens upon such Collateral; provided, however, that (i) the UK Security Trustee Administrative Agent shall not be required to execute any such document on terms which, in the UK Security TrusteeAdministrative Agent’s opinion, would expose the UK Security Trustee Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) 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 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 to the extent set forth in the Loan Documents. (c) The UK Security Trustee Administrative Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the applicable Credit Party or is cared for, protected or insured or has been encumbered, or that the UK Security TrusteesAdministrative Agents’ Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the UK Security Trustee Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the UK Security Trustee Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given the UK Security TrusteeAdministrative Agent’s own interest in the UK Collateral in its capacity as one of the UK US Lenders and that the UK Security Trustee Administrative Agent shall have no other duty or liability whatsoever to any UK US Lender as to any of the foregoing. (d) The Lenders hereby irrevocably authorize the Administrative Agent and the UK Security Trustee and UK Agent, at their option and in their sole discretion, to release any Subsidiary Guaranty: (i) upon the termination of the UK US Commitments and payment and satisfaction in full by the UK Borrower US Borrowers of all UK 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 pursuant to Section 1.4(g) hereof and Section 1.4(g) of the US UK Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent Obligations not then due and payable); (ii) granted by any Subsidiary Guarantor which is being sold or disposed of if the UK US Borrower Representative certifies to the UK Administrative Agent that the sale or disposition is made in compliance with Section 7.9 (and the UK Administrative Agent may rely conclusively on any such certificate, without further inquiry). Except as provided above, the UK Administrative Agent will not release any of the Subsidiary Guaranties granted by any Subsidiary Guarantor without the prior written authorization of the Lenders; provided that the UK Administrative Agent may, in its discretion, release the Subsidiary Guaranties of any Subsidiary Guarantor if such Subsidiary Guarantor shall own assets with a fair market value of less than $250,000. Upon request by the UK Administrative Agent or the UK US Borrower Representative at any time, the UK US Lenders will confirm in writing the UK Administrative Agent’s authority to release any Subsidiary Guaranties pursuant to this Section 12.1012.11.

Collateral Matters and Release of Guaranties. (a) The UK US Lenders hereby irrevocably authorize the UK Security TrusteeAdministrative Agent, at its option and in its sole discretion, to release any Agents’ Liens upon any UK US Collateral (i) upon the termination of the UK US Commitments and payment and satisfaction in full by the UK Borrower US Borrowers of all UK 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 US UK Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent obligations not then due and payable)Obligations; (ii) constituting property being sold or disposed of if the UK US Borrower Representative certifies to the UK Security Trustee Administrative Agent that the sale or disposition is made in compliance with Section 7.9 (and the UK Security Trustee 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 UK Security Trustee Administrative Agent will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the UK Security Trustee Administrative Agent may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all US UK Collateral so released under the US UK Credit Agreement) not in excess of the Sterling 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 UK Security Trustee Administrative Agent may release the Applicable Agents’ Liens on Collateral valued in the aggregate (including all US UK Collateral so released under the US UK Credit Agreement) not in excess of the Sterling 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 UK Security Trustee Administrative Agent or the UK US Borrower Representative at any time, the UK US Lenders will confirm in writing the UK Security TrusteeAdministrative Agent’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11. (b) Upon receipt by the Applicable Security Agent of any authorization required pursuant to Section 12.11 of the UK US Agent’s authority to release Agents’ Liens upon particular types or items of UK US Collateral, and upon at least five (5) Applicable Business Days prior written request by the UK BorrowerUS Borrower Representative, the UK Security Trustee Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agents’ Liens upon such Collateral; provided, however, that (i) the UK Security Trustee Administrative Agent shall not be required requited to execute any such document on terms which, in the UK Security TrusteeAdministrative Agent’s opinion, would expose the UK Security Trustee Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) 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 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 to the extent set forth in the Loan DocumentsCollateral. (c) The UK Security Trustee Administrative Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the applicable Credit Party or is cared for, protected or insured or has been encumbered, or that the UK Security TrusteesAdministrative Agents’ Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the UK Security Trustee Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the UK Security Trustee Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given the UK Security TrusteeAdministrative Agent’s own interest in the UK Collateral in its capacity as one of the UK US Lenders and that the UK Security Trustee Administrative Agent shall have no other duty or liability whatsoever to any UK US Lender as to any of the foregoing. (d) The Lenders hereby irrevocably authorize the Administrative Agent and the UK Security Trustee and UK Agent, at their option and in their sole discretion, to release any Subsidiary Guaranty: (i) upon the termination of the UK US Commitments and payment and satisfaction in full by the UK Borrower US Borrowers of all UK 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 US UK Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent Obligations not then due and payable)Obligations; (ii) granted by any Subsidiary Guarantor which is being sold or disposed of if the UK US Borrower Representative certifies to the UK Administrative Agent that the sale or disposition is made in compliance with Section 7.9 (and the UK Administrative Agent may rely conclusively on any such certificate, without further inquiry). Except as provided above, the UK Administrative Agent will not release any of the Subsidiary Guaranties granted by any Subsidiary Guarantor without the prior written authorization of the Lenders; provided that the UK Administrative Agent may, in its discretion, release the Subsidiary Guaranties of any Subsidiary Guarantor if such Subsidiary Guarantor shall own assets with a fair market value of less than $250,000100,000. Upon request by the UK Administrative Agent or the UK US Borrower Representative at any time, the UK US Lenders will confirm in writing the UK Administrative Agent’s authority to release any Subsidiary Guaranties pursuant to this Section 12.1012.11.

Collateral Matters and Release of Guaranties. (a) The UK Lenders hereby irrevocably authorize the UK Security Trustee, at its option and in its sole discretion, to release any Agents’ Liens upon any UK Collateral (i) upon the termination of the UK Commitments and payment and satisfaction in full by the UK Borrower Borrowers of all 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 US Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent obligations not then due and payable)Obligations; (ii) constituting property being sold or disposed of if the UK Borrower Representative certifies to the UK Security Trustee that the sale or disposition is made in compliance with Section 7.9 (and the 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 UK Security Trustee will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the UK Security Trustee may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all US Collateral so released under the US Credit Agreement) not in excess of the 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 UK Security Trustee may release the Applicable Agents’ Liens on Collateral valued in the aggregate (including all US Collateral so released under the US Credit Agreement) not in excess of the 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 UK Security Trustee or the UK Borrower Representative at any time, the UK Lenders will confirm in writing the UK Security Trustee’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11. (b) Upon receipt by the Applicable Security Agent of any authorization required pursuant to Section 12.11 12.11(a) of the UK Agent’s authority to release Agents’ Liens upon particular types or items of UK Collateral, and upon at least five (5) Applicable Business Days prior written request by the UK BorrowerBorrower Representative, the UK Security Trustee shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agents’ Liens upon such Collateral; provided, however, that (i) the UK Security Trustee shall not be required to execute any such document on terms which, in the UK Security Trustee’s opinion, would expose the UK Security Trustee to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) 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 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 to the extent set forth in the Loan DocumentsCollateral. (c) The UK Security Trustee shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the applicable Credit Party or is cared for, protected or insured or has been encumbered, or that the UK Security TrusteesTrustee’ Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the UK Security Trustee pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the UK Security Trustee may act in any manner it may deem appropriate, in its sole discretion given the UK Security Trustee’s own interest in the UK Collateral in its capacity as one of the UK Lenders and that the UK Security Trustee shall have no other duty or liability whatsoever to any UK Lender as to any of the foregoing. (d) The Lenders hereby irrevocably authorize the Administrative Agent and the UK Security Trustee and UK Agent, at their option and in their sole discretion, to release any Subsidiary Guaranty: (i) upon the termination of the UK Commitments and payment and satisfaction in full by the UK Borrower Borrowers of all 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 US Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent Obligations not then due and payable)Obligations; (ii) granted by any Subsidiary Guarantor which is being sold or disposed of if the UK Borrower Representative certifies to the UK Agent that the sale or disposition is made in compliance with Section 7.9 (and the UK Agent may rely conclusively on any such certificate, without further inquiry). Except as provided above, the UK Agent will not release any of the Subsidiary Guaranties granted by any Subsidiary Guarantor without the prior written authorization of the Lenders; provided that the UK Agent may, in its discretion, release the Subsidiary Guaranties of any Subsidiary Guarantor if such Subsidiary Guarantor shall own assets with a fair market value of less than $250,000100,000. Upon request by the UK Agent or the UK Borrower Representative at any time, the UK Lenders will confirm in writing the UK Agent’s authority to release any Subsidiary Guaranties pursuant to this Section 12.10Section12.10.