Common use of Release of Collateral and Guarantors Clause in Contracts

Release of Collateral and Guarantors. (a) Any Lien on any Collateral granted to or held by, and any Guaranty of a Guarantor of the Term Loan Obligations to, the Administrative Agent and/or the Collateral Agent under any Credit Document shall automatically be released, terminated and discharged (as used in this Section 11.20, “released”) without the need for any further action by any Person: (i) upon Security Termination, (ii) with respect to any such Lien, in the event that any asset constituting Collateral is, or is to be, Disposed of as part of, or in connection with, any transaction not prohibited hereunder or under any other Credit Document, or if such asset becomes an “Excluded Asset” (as defined in the Guaranty and Collateral Agreement), (iii) with respect to any Collateral Rig, promptly following the request of the Borrower to release such Rig from the Lien of the applicable Collateral Rig Mortgage, if immediately after giving effect to such release, the Collateral Coverage Ratio will not be less than 1.50 to 1.00, (iv) with respect to any such Guaranty, if such Credit Party ceases to be a Collateral Rig Owner, Pledgor or Internal Charterer, or (v) to the extent approved, authorized or ratified in writing in accordance with Section 11.11. (b) In addition, the Collateral Agent and/or the Administrative Agent, as applicable, shall, without the need for any further action by any Person, subordinate or release (i) any Lien on any Collateral granted to or held by the Collateral Agent and/or the Administrative Agent, respectively, under any Credit Document to the holder of any Permitted Lien described in the proviso of clause (b) and clauses (c), (d) and (f) of the definition of Permitted Liens. (c) In the case of any release or subordination described in this Section 11.20, the Administrative Agent and/or the Collateral Agent, as applicable, shall, at the Borrower’s expense, promptly execute and deliver to the applicable Credit Party such documents as such Credit Party or the Parent may reasonably request to evidence such release or subordination and take such additional actions as may from time to time be reasonably requested by the applicable Credit Party or the Parent to effect the foregoing.

Release of Collateral and Guarantors. (a) Any Lien on any Collateral granted to or held by, and any Guaranty of a Guarantor of the Term Loan Obligations to, the Administrative Agent and/or the Collateral Agent under any Credit Document shall automatically be released, terminated and discharged (as used in this Section 11.20, “released”) without the need for any further action by any Person: (i) upon Security Termination, (ii) with respect to any such Lien, in In the event that any asset constituting Collateral is(i) Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to be, Disposed of as part of, or become) a Loan Party in connection with, any a transaction not prohibited hereunder by the Loan Documents or under (ii) any other Credit Document, assets or if such asset becomes an “Excluded Asset” (as defined in property of any Loan Party are no longer required to constitute Collateral pursuant to the Guaranty and Collateral Agreement), (iii) with respect to any Collateral Rig, promptly following the request terms of the Loan Documents, the Liens under the Loan Documents on such assets shall automatically be released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence such automatic release such Rig from the Lien of the applicable Collateral Rig Mortgage, if immediately after giving effect to Liens created by the Loan Documents in respect of such release, the Collateral Coverage Ratio will not be less than 1.50 to 1.00, (iv) with respect to any such Guaranty, if such Credit Party ceases to be a Collateral Rig Owner, Pledgor assets or Internal Charterer, or (v) to the extent approved, authorized or ratified in writing in accordance with Section 11.11property. (b) In additionthe event a Loan Party becomes an Unrestricted Subsidiary, becomes an Excluded Subsidiary, or otherwise would not be required to be a Guarantor after the Collateral Agent and/or Effective Date in accordance with the terms of the Loan Documents, such Loan Party shall automatically be released from its Guarantee of the Obligations, and the Administrative Agent, Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as applicable, shall, without the need for any further action by any Person, subordinate or release (i) any Lien on any Collateral granted to or held may be reasonably requested by the Collateral Agent and/or Borrower, all at the Administrative AgentBorrower’s sole expense, respectively, under any Credit Document to the holder of any Permitted Lien described in the proviso of clause (b) and clauses (c), (d) and (f) of the definition of Permitted Liensevidence such Subsidiary’s automatic release from its Guarantee. (c) In The Collateral Documents, the case Guarantees made therein, the Liens created thereby and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when the Commitments have expired or terminated and the Obligations shall have been paid in full in cash (other than any indemnification and other contingent obligations not then due and payable and as to which no claim has been made at such time) and all Letters of Credit have expired or terminated, in each case, without any release pending draw (or subordination described arrangements otherwise reasonably satisfactory to the applicable Issuing Bank in this Section 11.20respect thereof have been made), and all LC Disbursements shall have been reimbursed. At such time, the Administrative Agent and/or agrees to promptly take such actions as are reasonably requested by the Collateral Agent, as applicable, shall, Borrower at the Borrower’s expenseexpense to evidence and effectuate such termination and release of the Guarantees, promptly execute Liens and deliver security interests created by the Loan Documents. (d) Notwithstanding anything to the applicable Credit Party such documents as such Credit Party contrary in the Loan Documents, the Administrative Agent shall have no obligation to release any Collateral or Guarantees under any Loan Document unless it shall have first received, to the Parent may reasonably request to evidence extent that the Administrative Agent has requested the same, a certificate from a Responsible Officer of the Borrower certifying that such release is permitted under the Loan Documents, and the Administrative Agent may rely conclusively on any such certificate from a Responsible Officer of the Borrower as to whether such release is permitted. Any such certificate from a Responsible Officer of the Borrower shall be full warranty and protection to the Administrative Agent for any action taken, suffered or subordination omitted by it under the provisions of this Agreement and take such additional actions as may from time to time be reasonably requested by the applicable Credit Party or the Parent to effect the foregoingother Loan Documents.

Release of Collateral and Guarantors. Unless an Event of Default has occurred and is continuing and the Collateral Agent has received written notice thereof from the Applicable Authorized Representative, the Collateral Agent may, without the approval of the Facility Providers, the Authorized Representatives or any other Senior Secured Party, release (a) Any Lien on any Collateral granted under the Security Documents which is permitted to be sold or held bydisposed of by the Company and its Affiliates (other than any such sale to another Grantor [as defined in the Security Agreement]), including, without limitation, the Subsidiary Guarantors, and (b) release any Guaranty of a Guarantor of that is permitted to be sold or disposed of, or released, in each case pursuant to the Term Loan Obligations toCredit Agreement, the Administrative Agent and/or 2010 Indenture and each Additional Senior Secured Agreement, and execute and deliver such releases as may be necessary to terminate of record the Collateral Agent’s security interest in such Collateral or release such Guarantor and Guarantees. In determining whether any such release is permitted, the Collateral Agent may rely upon an Officer’s Certificate of the Company that the Collateral is permitted to be released under the Credit Agreement and the 2010 Indenture or that the Guarantor is permitted to be released under the Credit Agreement and the 2010 Indenture, as applicable. The Collateral Agent shall be fully justified in failing or refusing to take action under this Agreement or the Security Documents unless it shall first receive such advice or concurrence of the Applicable Authorized Representative on behalf of the Controlling Secured Parties and it shall first be indemnified to its reasonable satisfaction by the Senior Secured Parties (other than the Bank Agent and the Trustee) against any Credit Document and all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent shall automatically in all cases be releasedfully protected in relying on the Officer’s Certificate provided by the Company with respect to the authorized release of the Collateral, terminated Guarantees and discharged (as used Guarantor, and in acting, or in refraining from acting, under this Agreement and the Security Documents in accordance with the provisions hereof and in accordance with written instructions of the Applicable Authorized Representative, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Secured Parties and all future holders of the Senior Secured Obligations. As it relates to any releases contemplated under this Section 11.205.7, “released”) without the need for any further action by any PersonCompany agrees to provide the following items to both Trustee and Collateral Agent: (i) upon an Officer’s Certificate within 30 calendar days following the end of each six-month period certifying that any releases during the previous semi-annual period were undertaken in the ordinary course of the Company’s or Guarantor’s business and in accordance with the terms of this Agreement, the Credit Agreement, the 2010 Indenture and each Additional Senior Secured Agreement and (b) an opinion letter within thirty (30) days of the expiration of each one year period commencing with the one year period ending on December 31, 2010 from counsel reasonably acceptable to the Collateral Agent opining that all actions required to maintain the perfection of the liens granted pursuant to the Security Termination, (ii) Documents have been undertaken with respect to any such Lien, in the event that any asset constituting Collateral is, or is to be, Disposed of as part of, or in connection with, any transaction not prohibited hereunder or under any other Credit Document, or if such asset becomes an “Excluded Asset” (as defined in the Guaranty and Collateral Agreement), (iii) with respect to any Collateral Rig, promptly following the request of the Borrower to release such Rig from the Lien of the applicable Collateral Rig Mortgage, if immediately after giving effect to such release, the Collateral Coverage Ratio will not for which a security interest can be less than 1.50 to 1.00, (iv) with respect to any such Guaranty, if such Credit Party ceases to be granted by the filing of a Collateral Rig Owner, Pledgor or Internal Charterer, or (v) to the extent approved, authorized or ratified in writing financing statement in accordance with Section 11.11. (b) In addition, the Collateral Agent and/or the Administrative Agent, as applicable, shall, without the need for any further action by any Person, subordinate or release (i) any Lien on any Collateral granted to or held by the Collateral Agent and/or the Administrative Agent, respectively, under any Credit Document to the holder of any Permitted Lien described in the proviso of clause (b) and clauses (c), (d) and (f) of the definition of Permitted Liens. (c) In the case of any release or subordination described in this Section 11.20, the Administrative Agent and/or the Collateral Agent, as applicable, shall, at the Borrower’s expense, promptly execute and deliver to the applicable Credit Party such documents as such Credit Party or the Parent may reasonably request to evidence such release or subordination and take such additional actions as may from time to time be reasonably requested by the applicable Credit Party or the Parent to effect the foregoingUniform Commercial Code.

Release of Collateral and Guarantors. Notwithstanding anything to the contrary contained herein or in any other Loan Document, if any of the Collateral shall be sold, transferred or otherwise disposed of (aincluding by merger or consolidation) Any Lien by any Borrower or Guarantor to a Person that is not a Borrower or a Guarantor in a transaction permitted by this Agreement, then the security interests and other Liens created pursuant to this Agreement and the other Loan Documents on any such Collateral granted to or held byshall be released by Agent promptly thereafter, and the Agent, at the request of such Borrower or Guarantor, as the case may be, shall execute and deliver to such Borrower or Guarantor all releases and other documents necessary or desirable to evidence the release of such security interests and other Liens. Any representation, warranty or covenant contained in any Guaranty Loan Document relating to any property so disposed of (other than property disposed of to a Borrower or any Subsidiary of a Guarantor of the Term Loan Obligations to, the Administrative Agent and/or the Collateral Agent under any Credit Document Borrower) shall automatically no longer be released, terminated and discharged (as used in this Section 11.20, “released”) without the need for any further action by any Person: (i) upon Security Termination, (ii) deemed to be repeated with respect to any such Lien, in property once such property is so disposed of. Notwithstanding anything to the event that any asset constituting Collateral is, or is to be, Disposed of as part of, contrary contained herein or in connection withany other Loan Document, when all Obligations (other than inchoate indemnity obligations and any transaction Obligations under Letters of Credit that have been cash collateralized) have been satisfied in full and the Lenders are under no further obligation to make Credit Extensions hereunder, Agent shall promptly release all Collateral from the security interests and other Liens created pursuant to this Agreement and the other Loan Documents, whether or not prohibited hereunder on the date of such release there may be outstanding Obligations in respect of inchoate indemnity obligations or under any other Credit Document, or if such asset becomes an “Excluded Asset” (as defined in the Guaranty and Collateral Agreement), (iii) with respect to any Collateral Rig, promptly following Bank Services Agreements that have been cash collateralized. Upon the request of the Borrower to release such Rig from the Lien of the applicable Collateral Rig Mortgage, if immediately after giving effect to following any such release, the Collateral Coverage Ratio will not be less than 1.50 to 1.00, (iv) with respect to any such Guaranty, if such Credit Party ceases to be a Collateral Rig Owner, Pledgor or Internal Charterer, or (v) to the extent approved, authorized or ratified in writing in accordance with Section 11.11. (b) In addition, the Collateral Agent and/or the Administrative Agent, as applicable, shall, without the need for any further action by any Person, subordinate or release (i) any Lien on any Collateral granted to or held by the Collateral Agent and/or the Administrative Agent, respectively, under any Credit Document to the holder of any Permitted Lien described in the proviso of clause (b) and clauses (c), (d) and (f) of the definition of Permitted Liens. (c) In the case of any release or subordination described in this Section 11.20, the Administrative Agent and/or the Collateral Agent, as applicable, shall, at the Borrower’s expense, promptly shall execute and deliver to the applicable Credit Party such Borrower all releases and other documents as such Credit Party or the Parent may reasonably request necessary to evidence the release of such release or subordination security interests and take such additional actions as may from time to time be reasonably requested by the applicable Credit Party or the Parent to effect the foregoingother Liens.