Common use of Release of Collateral or Guarantors Clause in Contracts

Release of Collateral or Guarantors. Without limiting the provision of Section 8.1, each Lender and L/C Issuer (including in its capacities as a potential Cash Management Bank and a potential Secured Swap Provider) hereby consents to the release and hereby irrevocably authorizes and directs Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation and its other obligations under the Loan Documents 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 the conversion of any Restricted Subsidiary into an Unrestricted Subsidiary (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 4.10 and 4.12; and (b) any Lien held by Agent for the benefit of the Secured Parties against any Property (i) that constitutes “Excluded Property”, (ii) if approved, authorized or ratified in writing in accordance with Section 9.1, (iii) upon termination of the Aggregate Revolving Loan Commitments and Aggregate Term Loan Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Rate Contracts Secured and Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank or Secured Swap Provider shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the applicable L/C Issuer shall have been made), and (iv) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Credit Party. Each Lender and L/C Issuer hereby directs Agent, and Agent hereby agrees, upon receipt of reasonable advance notice from the 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 Section 8.10. Upon request by Agent at any time, the Required Lenders will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 8.10. In each case as specified in this Section 8.10, Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 8.10. Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Release of Collateral or Guarantors. Without limiting the provision of Section 8.1, each Each Lender and L/C Issuer (including in its capacities as a potential Cash Management Bank and a potential Secured Swap Provider) hereby consents to the release and hereby irrevocably authorizes and directs the Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following: (a) any Subsidiary of the Borrower that is a Guarantor from its guaranty of any Obligation and its if such Person ceases to be a Material Domestic Subsidiary or becomes an Excluded Subsidiary (other obligations under the Loan Documents if all than pursuant to clause (a) of the Stock definition thereof and Stock Equivalents other than any Excluded Subsidiary that the Borrower elected to designate as a Guarantor pursuant to Section 4.11) as a result of a transaction or designation permitted hereunder, and to the release of such Subsidiary owned by any Credit Party are sold from its pledge of Collateral in support of its guaranty of the Obligations; provided, that no such release shall occur if such Guarantor continues to be a guarantor or transferred obligor in a transaction permitted under the Loan Documents including the conversion respect of any Restricted Subsidiary into an Unrestricted Subsidiary (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 4.10 and 4.12Junior Financing; and (b) any Lien held by the Administrative Agent for the benefit of the Secured Parties against any Property (i) any Collateral that constitutes “Excluded Property”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 a Person other than another Credit Party, (ii) if approved, authorized any property subject to a Lien permitted hereunder in reliance upon subsection 5.1(i) or ratified in writing in accordance with Section 9.1, (j) and (iii) upon termination all of the Aggregate Revolving Loan Commitments Collateral and Aggregate Term Loan Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Rate Contracts Secured and Cash Management Obligations as to which arrangements satisfactory to Credit Parties, upon the applicable Cash Management Bank or Secured Swap Provider shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the applicable L/C Issuer shall have been made), and (iv) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Credit PartyFacility Termination Date. Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance notice from the 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 Section 8.10. Upon request by Agent at any time, the Required Lenders will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 8.10. In each case as specified in this Section 8.10, Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 8.10. Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Release of Collateral or Guarantors. Without limiting the provision of Section 8.1, each Each Lender and L/C Issuer (including in its capacities as a potential Cash Management Bank and a potential Secured Swap Provider) hereby consents to the release and hereby irrevocably authorizes and directs Agent to release (or, in the case of clause (b)(iiii)(B) below, release or subordinate) the following: (ai) any Subsidiary of the Borrower from its guaranty of any Obligation and its other obligations under the Loan Documents 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 expressly permitted under the Loan Documents including the conversion of any Restricted Subsidiary into an Unrestricted Subsidiary (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 4.10 and 4.12the Loan Documents; and (bii) any Lien held by Agent for the benefit of the Secured Parties Lenders against any Property (i) that constitutes “Excluded Property”, (ii) if approved, authorized or ratified in writing in accordance with Section 9.1, (iii) upon termination of the Aggregate Revolving Loan Commitments and Aggregate Term Loan Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Rate Contracts Secured and Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank or Secured Swap Provider shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the applicable L/C Issuer shall have been made), and (iv) any Collateral that is sold sold, transferred, conveyed or otherwise disposed of by a Loan Party in an Approved Sale or in any other transaction expressly permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be sold or otherwise disposed of as part of or granted in connection with such Collateral pursuant to the Loan Documents after giving effect to such transaction have been granted, (B) any sale or other disposition property subject to a Lien permitted hereunder or under any other in reliance upon clause (c) of the definition of Permitted Indebtedness and clause (a) of the definition of Permitted Liens and (C) all of the Collateral and all Loan Document Parties, upon (x) the occurrence of the Termination Date and (y) to a Person that is not a Credit Partythe extent requested by Agent, receipt by Agent and the Lenders of liability releases from the Loan Parties each in form and substance satisfactory to Agent. Each Lender and L/C Issuer hereby directs Agent, and Agent hereby agrees, upon receipt of reasonable advance written notice from the 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 Section 8.10. Upon request by Agent at any time, the Required Lenders will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 8.10. In each case as specified in this Section 8.10, Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 8.10. Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.19(k).

Release of Collateral or Guarantors. Without limiting the provision of Section 8.1, each Each Lender and L/C Issuer (including in its capacities as a potential Cash Management Bank and a potential Secured Swap Provider) hereby consents to the release and hereby irrevocably authorizes and directs the Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following: (a) any Subsidiary of the Borrower that is a Guarantor from its guaranty of any Obligation and its if such Person ceases to be a Material Domestic Subsidiary or becomes an Excluded Subsidiary (other obligations under the Loan Documents if all than pursuant to clause (a) of the Stock definition thereof and Stock Equivalents other than any Excluded Subsidiary that the Borrower elected to designate as a Guarantor pursuant to Section 4.11) as a result of a transaction or designation permitted hereunder, and to the release of such Subsidiary owned by any Credit Party are sold from its pledge of Collateral in support of its guaranty of the Obligations; provided, that no such release shall occur if such Guarantor continues to be a guarantor or transferred obligor in a transaction permitted under the Loan Documents including the conversion respect of any Restricted Subsidiary into an Unrestricted Subsidiary Junior Financing; and (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 4.10 and 4.12a) [reserved]; and (b) any Lien held by the Administrative Agent for the benefit of the Secured Parties against any Property (i) any Collateral that constitutes “Excluded Property”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 a Person other than another Credit Party, (ii) if approved, authorized any property subject to a Lien permitted hereunder in reliance upon subsection 5.1(i) or ratified in writing in accordance with Section 9.1, (j) and (iii) upon termination all of the Aggregate Revolving Loan Commitments Collateral and Aggregate Term Loan Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Rate Contracts Secured and Cash Management Obligations as to which arrangements satisfactory to Credit Parties, upon the applicable Cash Management Bank or Secured Swap Provider shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the applicable L/C Issuer shall have been made), and (iv) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Credit PartyFacility Termination Date. Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance notice from the 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 Section 8.10. Upon request by Agent at any time, the Required Lenders will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 8.10. In each case as specified in this Section 8.10, Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 8.10. Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Release of Collateral or Guarantors. Without limiting the provision of Section 8.1, each Each Lender and L/C Issuer (including in its capacities as a potential Cash Management Bank and a potential Secured Swap Provider) hereby consents to the release and hereby irrevocably authorizes and directs the Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following: (a) : 293. any Subsidiary of the Borrower that is a Guarantor from its guaranty of any Obligation and its if such Person ceases to be a Material Domestic Subsidiary or becomes an Excluded Subsidiary (other obligations under the Loan Documents if all than pursuant to clause (a) of the Stock definition thereof and Stock Equivalents other than any Excluded Subsidiary that the Borrower elected to designate as a Guarantor pursuant to Section 4.11) as a result of a transaction or designation permitted hereunder, and to the release of such Subsidiary owned by any Credit Party are sold from its pledge of Collateral in support of its guaranty of the Obligations; provided, that no such release shall occur if such Guarantor continues to be a guarantor or transferred obligor in a transaction permitted under the Loan Documents including the conversion respect of any Restricted Subsidiary into an Unrestricted Subsidiary (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 4.10 Junior Financing; and 4.12; and (b) 294. any Lien held by the Administrative Agent for the benefit of the Secured Parties against any Property (i) any Collateral that constitutes “Excluded Property”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 a Person other than another Credit Party, (ii) if approved, authorized any property subject to a Lien permitted hereunder in reliance upon subsection 5.1(i) or ratified in writing in accordance with Section 9.1, (j) and (iii) upon termination all of the Aggregate Revolving Loan Commitments Collateral and Aggregate Term Loan Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Rate Contracts Secured and Cash Management Obligations as to which arrangements satisfactory to Credit Parties, upon the applicable Cash Management Bank or Secured Swap Provider shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the applicable L/C Issuer shall have been made), and (iv) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Credit PartyFacility Termination Date. Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance notice from the 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 Section 8.10. Upon request by Agent at any time, the Required Lenders will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 8.10. In each case as specified in this Section 8.10, Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 8.10. Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.