Common use of Collateral Release Clause in Contracts

Collateral Release. At least five Business Days (or such shorter period as the Administrative Agent may agree) prior to the date of any Asset Sale of any Collateral that would result in the release of the liens or security interests of the Collateral Agent in such Collateral in accordance with the Collateral Agency Agreement, a written notice of release identifying the relevant assets and the terms of the sale or other disposition in reasonable detail, including an estimate of the consideration paid therefor, if any, and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Credit Documents and that no Default or Event of Default exists or will exist after giving effect to such transaction. Documents required to be delivered pursuant to Section 7.1(a) or (b) or Section 7.1(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Collateral Release. At least five Business Days (i) The lien and security interest created hereunder shall be automatically released (A) with respect to all Collateral upon the payment in full of all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement), (B) with respect to any Collateral sold or such shorter period as otherwise disposed of in full (and not, for the Administrative Agent may agree) prior to the date avoidance of any Asset Sale of doubt, any Collateral that would result is subject to any license (including any Permitted License), lease or similar arrangement pursuant to which a Credit Party retains title to Collateral) to any Person, other than a Credit Party, pursuant to a Transfer expressly permitted pursuant to Section 7.1, on the date the applicable transaction is consummated, or (C) if otherwise approved, authorized or ratified in writing by Agent in its sole discretion. Upon such release, Agent shall, upon the reasonable request and at the sole cost and expense of the Credit Parties, assign, transfer and deliver to Borrower, against receipt and without recourse to or warranty by Agent, such Collateral or any part thereof, which shall be released in accordance with customary documents and instruments (including without limitation UCC-3 termination financing statements or releases) acknowledging the release of the liens or security interests of the Collateral such Collateral; provided however that (x) Agent in such Collateral in accordance with the Collateral Agency Agreement, a written notice of release identifying the relevant assets and the terms of the sale or other disposition in reasonable detail, including an estimate of the consideration paid therefor, if any, and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Credit Documents and that no Default or Event of Default exists or will exist after giving effect to such transaction. Documents shall not be required to be delivered pursuant execute any such document on terms which, in Agent’s opinion, would expose Agent to Section 7.1(aliability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, (y) or with respect to clause (ba) or Section 7.1(g) may be delivered electronically and if so deliveredabove, Agent shall not be deemed to have been delivered on the date (i) on which such documents are posted on the Borrower’s behalf on an Internet or intranet websitereleased its liens unless it has received a payoff letter in form and substance reasonably satisfactory to it, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) with respect to clause (b) above, such release shall not in any manner discharge, affect or impair the Administrative Agent and Obligations or any Liens (other than the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as Liens being suitable only for posting on a portion expressly released) upon (or obligations of the Platform not designated “Public Side InformationCredit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any such Transfer, sale or similar transaction, all of which shall continue to constitute part of the Collateral.”

Collateral Release. At least five Business Days (or such shorter period as the Administrative Agent may agree) prior to the date of any Asset Sale of any Collateral that would result in the release of the liens or security interests of the Collateral Agent in such Collateral in accordance with the Collateral Agency Agreement, a written notice of release identifying the relevant assets and the terms of the sale or other disposition in reasonable detail, including an estimate of the consideration paid therefor, if any, and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Credit Documents and that no Default or Event of Default exists or will exist after giving effect to such transaction. Documents required to be delivered pursuant to Section 7.1(a) or (b) or Section 7.1(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers Arranger may, but shall not be obligated to, make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Collateral Release. At least five Business Days (or such shorter period as Immediately upon the Administrative Agent may agree) prior to the date of any Asset Sale commencement of any Collateral that would result in Release Period, the release of the liens or security interests of the Collateral Agent in such Collateral in accordance with the Collateral Agency Agreement, a written notice of release identifying the relevant assets and the terms of the sale or other disposition in reasonable detail, including an estimate of the consideration paid therefor, if any, and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Credit Documents Secured Parties in the Collateral shall be terminated and released; PROVIDED that no Default or Event the Guarantee of Default exists or will exist after giving effect to such transaction. Documents required to be delivered each Loan Party of the Obligations pursuant to Section 7.1(a) or (b) or Section 7.1(g) may be delivered electronically and if so deliveredthe Loan Documents shall remain in effect during any such Collateral Release Period. During any Collateral Release Period, shall be deemed to have been delivered on the date (i) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile the Collateral Agent shall execute and deliver, at the Borrower's expense, all documents or electronic mail) other instruments that the Borrower shall reasonably request to evidence the termination and release of the posting of any such documents security interests and provide shall return all Collateral in their possession to the Administrative Agent by electronic mail electronic versions (i.e.Borrower. During any Collateral Release Period, soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, Holdings and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated torequired to comply with the terms of Sections 6.11 or 6.13, make available in each case to the Lenders materials and/or information provided by extent such terms require the creation and perfection of security interests or Liens on behalf of the Borrower hereunder Collateral (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) it being understood that Holdings and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall continue to be deemed required to have authorized comply with the terms of Section 6.11 that require the provision of Guarantees by Loan Parties in respect of the Obligations). Upon the termination of any Collateral Release Period, the security interests of the Collateral Agent and the Secured Parties in the Collateral shall, without any further action on the part of the Administrative Agent, the Arrangers Collateral Agent, the Secured Parties or any Loan Party, be reinstated and the Lenders provisions of the immediately preceding paragraph shall no longer apply (until the commencement of a subsequent Collateral Release Period). Promptly following the termination of any Collateral Release Period, the Loan Parties shall execute any and all documents, financing statements, agreements and instruments, and take all such actions (including the filing and recording of financing statements and other documents) that may be required under applicable law or that the Administrative Agent or Collateral Agent shall reasonably request, to treat reinstate such Borrower Materials as not containing any material non-public information security interests and to cause the Collateral and Guarantee Requirement to be satisfied (all at the expense of the Loan Parties), including with respect to the Borrower any Subsidiaries or its securities for purposes of United States federal and state securities laws (provided, however, assets that would have been subjected to the extent Collateral and Guarantee Requirement under Section 6.11 had such Borrower Materials constitute Information, they terminated Collateral Release Period not been in effect; PROVIDED that all such actions shall be treated completed no later than 30 days after the date of termination of such Collateral Release Period (or such later date as set forth in Section 12.15the Collateral Agent shall deem appropriate); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”