Common use of Collateral Releases Clause in Contracts

Collateral Releases. The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by the Loan Parties on any Collateral (i) upon the termination of all the Commitments, and payment and satisfaction in full in cash of all Obligations, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary, the Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Article VII hereof. Except as provided in the preceding sentence, the Agent will not release any Liens on Collateral without the prior written authorization of the Majority Lenders. In addition, unless otherwise permitted under the Loan Documents, the Agent will not subordinate the Liens granted to it by the Loan Parties without the prior written consent of the Majority Lenders; provided, that Agent shall be permitted to subordinate Liens to those Liens incurred in reliance upon Sections 6.12.h., 6.12.i. and 6.12.m. Any Lien 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 Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant hereto or to subordinate any or all of its Lien upon the Collateral. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Majority Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrowers to the Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary or reasonably requested by the Borrowers to evidence the release of the Liens granted to the Agent for the benefit of the holders of Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the 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 Secured Obligations or any Liens upon (or obligations of the Borrowers or any Subsidiary in respect of) all interests retained by (or sold or transferred to) any Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, which shall continue to constitute part of the Collateral.

Collateral Releases. The Lenders hereby irrevocably empower and authorize the JPMorgan, in its capacity as Agent or as Collateral Agent, at its option to execute and in its sole discretiondeliver on their behalf any agreements, documents or instruments as shall be necessary or appropriate to release effect any releases or subordinations of Liens granted to the Agent by the Loan Parties on any Collateral (ia) upon the termination of all the Commitments, and payment and satisfaction in full in cash of all Obligations, (ii) constituting property which being sold or disposed of if the Loan Party disposing of such property Company certifies to the Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and (b) owned by or leased to the extent that Company or any of its Subsidiaries which is subject to a purchase money security interest or which is the property being sold or disposed of constitutes 100% of the Equity Interest subject of a Subsidiary, the Agent is authorized to release any Guaranty provided by such SubsidiaryCapitalized Lease, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (ivc) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Collateral Agent and or the Lenders pursuant to Article VII hereofAgent or (d) which shall otherwise be permitted by the terms hereof or any other Loan Document (including without limitation the release of any Lien on any Capital Stock or other asset in connection with a transfer permitted under Section 7.6(b)(iv) if the Lien on any such Capital Stock or other asset is no longer required under Section 2.26). Except as provided in the preceding sentence, the JPMorgan, in its capacity as Agent or as Collateral Agent, will not release any Liens on Collateral without the prior written authorization of the Majority Lenders. In addition, unless otherwise permitted under the Loan Documents, the Agent will not subordinate the Liens granted to it by the Loan Parties without the prior written consent of the Majority Required Lenders; providedprovided that, that JPMorgan, in its capacity as Agent shall be permitted to subordinate Liens to those Liens incurred in reliance upon Sections 6.12.h., 6.12.i. and 6.12.m. Any Lien 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 Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of as Collateral pursuant hereto or to subordinate any or all of its Lien upon the Collateral. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Majority Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrowers to the Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary or reasonably requested by the Borrowers to evidence the release of the Liens granted to the Agent for the benefit of the holders of Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not release Liens on Collateral permitted to be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warrantysold hereunder, and (ii) such in its discretion, release shall Liens on Collateral valued in the aggregate not in excess of $2,000,000 during any manner discharge, affect or impair calendar year without the Secured Obligations or any Liens upon (or obligations prior written authorization of the Borrowers or Lenders. In addition to the foregoing, the Lenders, the Agent and the Collateral Agent hereby agree that any Subsidiary sale of accounts owed by account debtors shall be deemed to be released from the Liens in respect of) all interests retained by (or sold or transferred to) any Borrower or any Subsidiary, including (without limitation) the proceeds favor of the sale, which shall continue to constitute Collateral Agent upon sale of such accounts by a Borrower as part of the Collaterala Permitted Factoring, Qualified Receivables Transaction or a Supply Chain Finance Program permitted hereunder.

Collateral Releases. The Lenders hereby irrevocably authorize Subject to the time periods set forth in Section 5.10 and Section 6.06(d) for executing Security Documents in connection with the acquisition of Permitted New Investments and subject to the time periods set forth in Section 3.01(a)(ii) with respect to satisfying certain conditions precedent related to Ownership Interests in Persons domiciled outside the United States, the Parent, the Borrower and the Subsidiaries (a) will cause at all times the Administrative Agent to have an Acceptable Lien in the Collateral, (b) will cause at all times all material provisions of the Security Documents to be valid and binding on the Persons executing such Security Documents and (c) shall execute or re-execute such Security Documents and take such other actions as the Administrative Agent shall reasonably request in order for the Administrative Agent to maintain or create an Acceptable Lien in the Collateral, including without limitation any Collateral acquired by the Borrower the Parent, or any of the other Guarantors after the Closing Date. Without limiting the foregoing, on the Closing Date the Parent will grant to the Administrative Agent an Acceptable Lien in the Parent's Ownership Interests in the Borrower at the time of granting such Acceptable Lien and thereafter maintain such Acceptable Lien. Notwithstanding the foregoing, upon request of the Borrower to the Administrative Agent, at its option the Administrative Agent will release from the Liens of the Security Documents in conjunction with any repayment of Advances required under this Agreement in connection therewith (a) the Property which is the subject of a Permitted Asset Disposition and (b) any Owned Hospitality Property and the Ownership Interests in its sole discretion, to release any Liens granted to the Agent by the Loan Parties on any Collateral (i) upon the termination of all the Commitments, and payment and satisfaction Permitted Other Subsidiary which owns such Owned Hospitality Property in full in cash of all Obligations, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Agent that the sale or disposition is made in compliance connection with the terms incurrence of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and Permitted Other Indebtedness to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary, the Agent is authorized to release any Guaranty provided be secured by such Subsidiary, (iii) constituting property leased Collateral for which the Net Cash Proceeds are equal to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required greater than and are used to effect any sale or other disposition of repay the Permitted Owned Hospitality Property Obligations for such Collateral Collateral. If the Property released in connection with any exercise of remedies of the Agent and the Lenders pursuant to Article VII hereof. Except as provided in the preceding sentence, the Agent will not release any Liens on Collateral without the prior written authorization of the Majority Lenders. In addition, unless otherwise permitted under the Loan Documents, the Agent will not subordinate the Liens granted to it by the Loan Parties without the prior written consent of the Majority Lenders; provided, that Agent shall be permitted to subordinate Liens to those Liens incurred in reliance upon Sections 6.12.h., 6.12.i. and 6.12.m. Any Lien release shall not in any manner discharge, affect such Permitted Asset Disposition includes all or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant hereto or to subordinate any or all of its Lien upon the Collateral. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Majority Lenders or substantially all of the LendersOwnership Interests in a Guarantor, or if a Permitted Other Subsidiary incurring Permitted Other Indebtedness is a Guarantor, then, upon request of the Borrower to the Administrative Agent, at the time of such Permitted Asset Disposition or the incurrence of such Permitted Other Indebtedness, as applicable, the Administrative Agent shall release such Guarantor from the Guaranty and upon at least five Business Days’ prior written request the other Credit Documents to which such Guaranty is a party. To the extent that a Dissolving Subsidiary is dissolved by the Borrowers to date thirty (30) days following the AgentClosing Date, any Lien of a Security Document on the Agent Ownership Interests in such Dissolving Subsidiary shall (and is hereby irrevocably authorized be deemed released as of the date of such Dissolving Subsidiaries dissolution without any further action by the Lenders to) execute such documents as may be necessary Administrative Agent or reasonably requested by the Borrowers to evidence the release of the Liens granted to the Agent for the benefit of the holders of Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the 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 Secured Obligations or any Liens upon (or obligations of the Borrowers or any Subsidiary in respect of) all interests retained by (or sold or transferred to) any Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, which shall continue to constitute part of the CollateralLenders.

Collateral Releases. The Lenders hereby irrevocably empower and authorize the JPMorgan, in its capacity as Agent or as Collateral Agent, at its option to execute and in its sole discretiondeliver on their behalf any agreements, documents or instruments as shall be necessary or appropriate to release effect any releases or subordinations of Liens granted to the Agent by the Loan Parties on any Collateral (ia) upon the termination of all the Commitments, and payment and satisfaction in full in cash of all Obligations, (ii) constituting property which being sold or disposed of if the Loan Party disposing of such property Borrower certifies to the Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and (b) owned by or leased to the extent that Borrower or any of its Subsidiaries which is subject to a purchase money security interest or which is the property being sold or disposed of constitutes 100% of the Equity Interest subject of a Subsidiary, the Agent is authorized to release any Guaranty provided by such SubsidiaryCapitalized Lease, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (ivc) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Collateral Agent and or the Lenders pursuant to Article VII hereofAgent or (d) which shall otherwise be permitted by the terms hereof or any other Loan Document. Except as provided in the preceding sentence, the JPMorgan, in its capacity as Agent or as Collateral Agent, will not release any Liens on Collateral without the prior written authorization of the Majority Lenders. In addition, unless otherwise permitted under the Loan Documents, the Agent will not subordinate the Liens granted to it by the Loan Parties without the prior written consent of the Majority Required Lenders; providedprovided that, that JPMorgan, in its capacity as Agent shall be permitted to subordinate Liens to those Liens incurred in reliance upon Sections 6.12.h., 6.12.i. and 6.12.m. Any Lien 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 Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of as Collateral pursuant hereto or to subordinate any or all of its Lien upon the Collateral. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Majority Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrowers to the Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary or reasonably requested by the Borrowers to evidence the release of the Liens granted to the Agent for the benefit of the holders of Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not release Liens on Collateral permitted to be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warrantysold hereunder, and (ii) such in its discretion, release shall Liens on Collateral valued in the aggregate not in excess of $1,000,000 during any manner discharge, affect or impair calendar year without the Secured Obligations or any Liens upon (or obligations prior written authorization of the Borrowers or Lenders. In addition to the foregoing, the Lenders, the Agent and the Collateral Agent hereby agree that any Subsidiary sale of accounts owed by account debtors shall be deemed to be released from the Liens in respect of) all interests retained by (or sold or transferred to) any Borrower or any Subsidiary, including (without limitation) the proceeds favor of the sale, which shall continue to constitute Collateral Agent upon sale of such accounts by a Borrower as part of the Collaterala Qualified Receivables Transaction or a Supply Chain Finance Program permitted hereunder.