Common use of Release of Collateral or Guarantors Clause in Contracts

Release of Collateral or Guarantors. Each Secured Party hereby consents to the release and hereby directs Agent to release (or, in the case of clause (ii) of Section 9.09(b), release or subordinate) the following: (a) any Subsidiary from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by Agent for the benefit of Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a waiver or consent), (ii) any Property subject to a Lien permitted hereunder in reliance upon Section 6.01(h) or (i) and (iii) all of the Collateral and all Credit Parties, upon Final Satisfaction. Each Lender and L/C Issuer hereby directs Agent, and Agent hereby agrees, upon receipt of at least five Business Days’ advance notice from Borrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section.

Release of Collateral or Guarantors. Each Secured Party hereby consents to the release and hereby directs the Administrative Agent and Collateral Agent, as applicable, to release (or, in the case of clause (iib)(ii) of Section 9.09(b)below, release or subordinate) the following: (ai) any Subsidiary of Borrower from its guaranty of any Obligation if all of the Capital Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are is sold or transferred in a transaction permitted under the Loan Credit Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 5.10; and (bii) any Lien held by Collateral Agent for the benefit of the Secured Parties against (ix) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Credit Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 5.10, Section 5.11 or Section 5.13 after giving effect to such transaction have been granted, (iiy) any Property property or asset subject to a Lien permitted hereunder in reliance upon Section 6.01(h) or (i6.2(m) and (iiiz) all of the Collateral and all Credit Parties, upon Final Satisfaction. Each Lender (A) the occurrence of the Facility Termination Date and L/C Issuer hereby directs (B) to the extent requested by an Agent, receipt by such Agent and Agent hereby agrees, upon receipt the Secured Parties of at least five Business Days’ advance notice liability releases from Borrower Representative, the Credit Parties each in form and substance reasonably acceptable to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this SectionAdministrative Agent.

Release of Collateral or Guarantors. Each Secured Party Lender and L/C Issuer hereby consents to the release and hereby directs Agent to release (or, in the case of clause (iib)(ii) of Section 9.09(b)below, release or subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a waiver or consent), (ii) any Property subject to a Lien permitted hereunder in reliance upon Section 6.01(h5.1(h) or (i5.1(i) and (iii) all of the Collateral and all Credit Parties, upon Final Satisfactionthe occurrence of the Facility Termination Date. Each Lender and L/C Issuer hereby directs Agent, and Agent hereby agrees, upon receipt of at least five (5) Business Days’ advance notice from Borrower Representativethe Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this SectionSection 7.10.

Release of Collateral or Guarantors. Each Secured Party Lender hereby consents to the release and hereby directs the Agent to release (or, in the case of clause (iib)(ii) of Section 9.09(b)below, release or subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 5.13; and (b) any Lien held by the Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 5.13 after giving effect to such transaction have been granted, (ii) any Property property subject to a Lien permitted hereunder in reliance upon Section 6.01(hsubsection 6.1(h) or (i) and (iii) all of the Collateral and all Credit Parties, upon Final Satisfactionthe occurrence of the Termination Date. Each Lender and L/C Issuer hereby directs the Agent, and the Agent hereby agrees, upon receipt of at least five Business Days’ reasonable advance notice from Borrower Representativethe Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this SectionSection 8.10.

Release of Collateral or Guarantors. Each Secured Party Lender and L/C Issuer hereby consents to the release and hereby directs Agent to release (or, in the case of clause (iib)(ii) of Section 9.09(b)below, release or subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 4.13 after giving effect to such transaction have been granted, (ii) any Property subject to a Lien permitted hereunder in reliance upon Section 6.01(h5.1(h) or (i) Section 5.1(i), and (iii) all of the Collateral and all Credit Parties, upon Final Satisfaction(A) the occurrence of the Facility Termination Date and (B) to the extent requested by Agent, receipt by Agent and the Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer hereby directs Agent, and Agent hereby agrees, upon receipt of at least five Business Days’ reasonable advance notice from Borrower Representativethe Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this SectionSection 8.10.

Release of Collateral or Guarantors. Each Secured Party hereby consents to the release and hereby directs Agent to release (or, in the case of clause (ii) of Section 9.09(b), release or subordinate) the followingdirects: (a) the Administrative Agent to release any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents equity interests of such Subsidiary owned by any Credit Loan Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 5.7; and (b) the Collateral Agent at the direction of the Administrative Agent to release any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Loan Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 5.7 after giving effect to such transaction have been granted and (ii) any Property subject to a Lien permitted hereunder in reliance upon Section 6.01(h) or (i) and (iii) all of the Collateral and all Credit Loan Parties, upon Final Satisfaction. the occurrence of the Termination Date. (c) Each Lender and L/C Issuer Secured Party hereby directs Agentthe Agents, and each Agent hereby agrees, upon receipt of at least five Business Days’ reasonable advance written notice from Borrower Representativethe Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary at the Borrower’s expense to evidence the release of the guaranties and Liens when and as directed provided in this SectionSection 10.7.

Release of Collateral or Guarantors. Each Secured Party hereby consents to the release and hereby directs Agent to release (or, in the case of clause (ii) of Section 9.09(b), release or subordinate) the followingdirects: (a) the Administrative Agent to release any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents equity interests of such Subsidiary owned by any Credit Loan Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 5.7; and (b) the Collateral Agent at the direction of the Administrative Agent to release any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Loan Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 5.7 after giving effect to such transaction have been granted and (ii) any Property subject to a Lien permitted hereunder in reliance upon Section 6.01(h) or (i) and (iii) all of the Collateral and all Credit Loan Parties, upon Final Satisfaction. the occurrence of the Termination Date. (c) Each Lender and L/C Issuer Secured Party hereby directs Agentthe Agents, and each Agent hereby agrees, upon receipt of at least five Business Days’ reasonable advance written notice from Borrower Representativethe Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary at the Borrower’s expense to evidence the release of the guaranties and Liens when and as directed provided in this Section.Section 10.7. 69

Release of Collateral or Guarantors. Each Secured Party hereby consents to the release automatic release, and hereby directs the Administrative Agent to release (or, in the case of clause (iib)(ii) of Section 9.09(b)below, release or subordinate) ), the following: : (a) any Subsidiary Guarantor from its guaranty of any Obligation if all of the Stock any Loan Party as provided in Section 11.22; and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of Sold by a Credit Loan Party in a transaction Sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), (A) to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted or (B) such Lien is automatically released upon the consummation of such Sale pursuant to the final paragraph of Section 8.4, (ii) any Property property subject to a Lien permitted hereunder in reliance upon Section 6.01(h8.2(d) or (ie), (iii) any property that constitutes or becomes Excluded Property (as defined in the Guaranty andU.S. Security Agreement), (iv) any property subject to such Lien owned by a Guarantor, upon the release of such Guarantor from guaranty of any Obligation of any Loan Party in accordance with the Loan Documents and (iiiv) all of the Collateral and all Credit Loan Parties, upon Final Satisfactionthe occurrence of the Termination Date. Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of at least five Business Days’ reasonable advance notice from Borrower Representativethe U.S. Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this SectionSection 10.10 or in the final paragraph of Section 8.4.

Release of Collateral or Guarantors. Each Lender and L/C Issuer hereby (and each other Secured Party hereby Party, by acceptance of the benefits conferred upon it by the Loan Documents) consents to the release and hereby directs Agent, and Agent hereby agrees upon request of the Borrower delivered in accordance with the paragraph below, to release (or, in the case of clause (iib)(ii) of Section 9.09(b)below, release or subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents Equity Interests of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a waiver or consent), (ii) any Property property subject to a Lien permitted hereunder in reliance upon Section 6.01(hsubsection 5.1(d), (e), (g), (m) (so long as the Agent does not share a Lien on the Property that secures the Indebtedness that is replaced or refinanced with the related Permitted Refinancing Indebtedness), (iz) (so long as the Borrower represents and warrants in writing to the Agent at the time of any such release that no Default or Event of Default is continuing) and (iiiaa) all of the Collateral and all Credit Parties, upon Final Satisfaction. Each Lender and L/C Issuer hereby directs Agent, and Agent hereby agrees, upon receipt of at least five Business Days’ advance notice from Borrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section.and

Release of Collateral or Guarantors. Each Secured Party Lender and Holder hereby consents to the release and hereby directs Agent to release (or, in the case of clause (iib)(ii) of Section 9.09(b)below, release or subordinate) the following: (a) any Subsidiary of a Borrower (other than a Subsidiary that is itself a Borrower) from its guaranty of any Obligation if all of the Stock and Stock Equivalents Equity Interests of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Transaction Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations; and (b) any Lien held by Agent for the benefit of Secured Parties against the Lenders and Holders against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Transaction Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to this Agreement after giving effect to such transaction have been granted, (ii) any Property property subject to a Lien permitted hereunder in reliance upon Section 6.01(hclause (xiii) or (i) and (iii) all of the Collateral and all Credit Parties, upon Final Satisfaction. Each Lender and L/C Issuer hereby directs Agent, and Agent hereby agrees, upon receipt definition of at least five Business Days’ advance notice from Borrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Permitted Liens when and as directed in this Section.and

Release of Collateral or Guarantors. Each Secured Party hereby consents to the release and hereby directs Agent to release, and Agent hereby agrees to so release (or, in the case of clause (ii) of Section 9.09(b)9.1(b) below, release or subordinate) the following: : (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 5.13; and and (b) any Lien held by Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 5.13 after giving effect to such transaction have been granted, (ii) any Property subject to a Lien permitted hereunder in reliance upon Section 6.01(h6.1(h) or (i6.1(i) and (iii) all of the Collateral and all Credit Parties, upon Final Satisfaction(A) the occurrence of the Facility Termination Date and (B) to the extent requested by Agent, receipt by Agent and the Secured Parties of liability releases from the Credit Parties each in form and substance reasonably acceptable to Agent. Each Lender and L/C Issuer Secured Party hereby directs Agent, and Agent hereby xxxxxx agrees, upon receipt of at least five Business Days’ reasonable advance notice from the Borrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary at the Borrowers’ expense to release the guaranties and Liens when and as directed in this SectionSection 9.10.