Common use of Release of Collateral or Guarantors Clause in Contracts

Release of Collateral or Guarantors. Each Lender hereby consents to the release and hereby directs Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate), and the Administrative Agent shall release (or, in the case of clause (b)(ii) below, release or subordinate) the following: (a) any Subsidiary of the Borrower (and, in the case of (iv), each Guarantor) from its guaranty of any Obligation (i) if all or substantially all of the Capital Stock of such Subsidiary owned by any Loan Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), (ii) if all or substantially all the property of such Subsidiary owned by any Loan Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent) and such Subsidiary is concurrently wound up or otherwise no longer required to be a Guarantor hereunder, (iii) if the Borrower, at its option, otherwise causes any Excluded Subsidiary to become a Guarantor and subsequently wants such Subsidiary to be released from its guaranty; provided, that the designation of any such Loan Party as an Excluded Subsidiary (other than for the purpose of avoiding any adverse tax consequences to the Borrower and its Subsidiaries as a result of any changes following the time such Excluded Subsidiary initially became a Guarantor) shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the net assets of such Loan Party (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.7) and the Borrower shall have delivered a certificate of a Responsible Officer to the Administrative Agent certifying that such Subsidiary has become an Excluded Subsidiary and, with respect to any Loan Party, that such designation is permitted hereunder and entered into for a bona fide business purpose (as determined by the Borrower in good faith) and (iv) upon the Discharge of Obligations; and (b) any Lien held by Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Loan Party to a Person other than a Loan Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), (ii) any Property subject to a Lien permitted hereunder in reliance upon Section 7.3(h) and/or Section 7.3(l) (to the extent the relevant Lien is of the type described in Section 7.3(h)), (iii) all of the Collateral and all Loan Parties, upon (A) the Discharge of Obligations and (B) to the extent requested by Administrative Agent, receipt by Administrative Agent and the Secured Parties of liability releases from the Loan Parties each in form and substance reasonably acceptable to Administrative Agent, (iv) any Property ceases to constitute Collateral in accordance with the terms of the Loan Documents and the Loan Parties shall have delivered a certificate of a Responsible Officer to the Administrative Agent certifying that such Property is no longer Collateral and/or (v) if such Property is owned by a Loan Party, upon the release of such Loan Party from its Guaranty in accordance with Section 9.10(a). Each Lender hereby directs Administrative Agent, and Administrative Agent hxxxxx 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 at the Borrower’s expense to release the guaranties and Lxxxx when and as directed in this Section 9.10.

Release of Collateral or Guarantors. Each 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 Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate), and the Administrative Agent shall release (or, in the case of clause (b)(ii) below, release or subordinate) the following: (a) any Subsidiary of the Borrower (and, in the case of (iv), each Guarantor) from its guaranty of any Obligation (i) and its other obligations under the Loan Documents if all or substantially all of the Capital Stock and Stock Equivalents of such Subsidiary owned by any Loan 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), (ii) if all or substantially all the property of such Subsidiary owned by any Loan Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent) and such Subsidiary is concurrently wound up or otherwise no longer required to be a Guarantor hereunder, (iii) if the Borrower, at its option, otherwise causes any Excluded Subsidiary to become a Guarantor and subsequently wants such Subsidiary to be released from its guaranty; provided, that the designation of any such Loan Party as an Excluded Subsidiary (other than for the purpose of avoiding any adverse tax consequences to the Borrower and its Subsidiaries as a result of any changes following the time such Excluded Subsidiary initially became a Guarantor) shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the net assets of such Loan Party (and such designation shall only be permitted to the extent that, after giving effect to such Investment is permitted under Section 7.7) and the Borrower shall have delivered a certificate of a Responsible Officer to the Administrative Agent certifying that transaction, such Subsidiary has become an Excluded Subsidiary and, with respect would not be required to guaranty any Loan Party, that such designation is permitted hereunder Obligations pursuant to Section 4.10 and entered into for a bona fide business purpose (as determined by the Borrower in good faith) and (iv) upon the Discharge of Obligations4.12; and (b) any Lien held by Administrative Agent for the benefit of the Secured Parties against any Property (i) any Collateral 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, transferred, conveyed sold or otherwise disposed of by a 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 Party Document to a Person other than that is not a Loan Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), (ii) any Property subject to a Lien permitted hereunder in reliance upon Section 7.3(h) and/or Section 7.3(l) (to the extent the relevant Lien is of the type described in Section 7.3(h)), (iii) all of the Collateral and all Loan Parties, upon (A) the Discharge of Obligations and (B) to the extent requested by Administrative Agent, receipt by Administrative Agent and the Secured Parties of liability releases from the Loan Parties each in form and substance reasonably acceptable to Administrative Agent, (iv) any Property ceases to constitute Collateral in accordance with the terms of the Loan Documents and the Loan Parties shall have delivered a certificate of a Responsible Officer to the Administrative Agent certifying that such Property is no longer Collateral and/or (v) if such Property is owned by a Loan Credit Party, upon the release of such Loan Party from its Guaranty in accordance with Section 9.10(a). Each Lender and L/C Issuer hereby directs Administrative Agent, and Administrative Agent hxxxxx 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 at the Borrower’s expense to release the guaranties and Lxxxx Liens when and as directed in this Section 9.108.10. 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. (a) Each Lender and Issuing Bank hereby consents to the release and hereby directs Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate), and the Administrative Agent shall and the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following: (ai) any Subsidiary of the Borrower (and, in the case of (iv), each Guarantor) Guarantor from its guaranty of any Obligation pursuant to Section 7.11 or upon such Guarantor becoming an Excluded Subsidiary, and such Guarantor will be automatically released from its Obligations thereunder; provided, however, that the release of any Guarantor Subsidiary from its obligations under this Agreement and the other Credit Documents as a result of it becoming an Excluded Subsidiary of the type described in clause (ih) of the definition thereof (and which clause is the only basis on which such Guarantor Subsidiary would constitute an Excluded Subsidiary) shall only be permitted if all at the time such Guarantor Subsidiary becomes an Excluded Subsidiary of such type (1) no Default or substantially all Event of Default shall have occurred and be continuing, (2) after giving Pro Forma effect to such release and the consummation of the transaction that causes (or, in the absence of this proviso, would cause) such Subsidiary to be an Excluded Subsidiary of such type, the Company is deemed to have made a new Investment in such Subsidiary for purposes of Section 6.6 (as if such Subsidiary were then newly acquired) in an amount equal to (I) the fair market value of such Subsidiary as of the date that it becomes such an Excluded Subsidiary (as reasonably determined by the Company in good faith), times (II) the percentage of the total Capital Stock of such Subsidiary then issued and outstanding that is retained by the Credit Parties on such date, and such Investment is permitted pursuant to Section 6.6 (other than Section 6.6(k)) at such time, (3) the Capital Stock of such Subsidiary then issued and outstanding that is not retained by Credit Parties on such date shall be owned by any Loan a Person that is not a Credit Party are sold or transferred in an Affiliate of a Credit Party, (4) the transaction permitted under the Loan Documents (including pursuant to a waiver or consent), which such Guarantor Subsidiary became an Excluded Subsidiary of such type was (i) not entered into in contemplation of the release provision set forth in this Section 9.10(a) and (ii) if all a bona fide joint venture or substantially all the property of such Subsidiary owned by any Loan Party are sold or transferred in a transaction permitted under the Loan Documents (including otherwise not prohibited pursuant to a waiver or consentSection 6.8 and (5) and such Subsidiary is concurrently wound up or otherwise no longer required to be a Guarantor hereunder, (iii) if the Borrower, at its option, otherwise causes any Excluded Subsidiary to become a Guarantor and subsequently wants such Subsidiary to be released from its guaranty; provided, that the designation of any such Loan Party as an Excluded Subsidiary (other than for the purpose of avoiding any adverse tax consequences to the Borrower and its Subsidiaries as a result of any changes following the time such Excluded Subsidiary initially became a Guarantor) shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the net assets of such Loan Party (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.7) and the Borrower shall have delivered a certificate of a Responsible Officer of the Company certifies to the Administrative Agent certifying that such Subsidiary has become an Excluded Subsidiary and, compliance with respect to any Loan Partypreceding clauses (1) through (4); provided further, that no such designation release shall occur if such Guarantor continues to be a guarantor in respect of any Material Indebtedness that is permitted hereunder and entered into for a bona fide business purpose (as determined by Junior Financing or any Permitted Refinancing in respect of any of the Borrower in good faith) and (iv) upon the Discharge of Obligations; andforegoing; (bii) any Lien held by Administrative the Collateral Agent for the benefit of the Secured Parties against any Guarantor upon the release of such Guarantor from its guaranty pursuant to clause (i) above; (iii) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i1) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Loan Party to a Person other than a Loan Credit Party in a transaction permitted by the Loan Credit Documents (including pursuant to a valid waiver or consent), (ii2) any Property property subject to a Lien permitted hereunder in reliance upon Section 7.3(h6.1(d) and/or Section 7.3(l) and (to the extent the relevant Lien is of the type described in Section 7.3(h)), (iii3) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Discharge Revolving Credit Commitments, (B) payment and satisfaction in full of all Loans, all obligations to reimburse the Issuing Banks for drawings honored under Letters of Credit, all other Obligations under the Credit Documents (excluding contingent obligations as to which no claim has been asserted) and all Obligations arising under Secured Rate Contracts and Bank Product Agreements that the Administrative Agent has theretofore been notified in writing by the holder of such Obligations are then due and payable, (C) deposit of cash collateral with respect to all contingent Obligations (or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by the Administrative Agent of a back-up letter of credit) in amounts and on terms and conditions and with parties satisfactory to the Administrative Agent, the applicable Issuing Bank and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than obligations to reimburse the Issuing Banks for drawings honored under Letters of Credit) as to which no claim has been asserted), and, in the case of this clause (3), the Collateral Documents, the guarantees made herein, the Liens and all other security interests granted thereunder will automatically terminate, and (BD) to the extent requested by the Administrative Agent, receipt by the Administrative Agent and the Secured Parties of liability releases from the Loan Credit Parties each in form and substance reasonably acceptable to the Administrative Agent, ; (iv) any Property ceases to constitute Lien held by the Collateral in accordance with Agent for the terms benefit of the Loan Documents Secured Parties against any Credit Party against accounts receivable sold pursuant to a Permitted Supplier Financing Arrangement; and (v) the releases contemplated by Section 10.28. (b) Each Lender and the Loan Parties shall have delivered a certificate of a Responsible Officer to Issuing Bank hereby directs the Administrative Agent certifying that such Property is no longer and the Collateral and/or (v) if such Property is owned by a Loan Party, upon the release of such Loan Party from its Guaranty in accordance with Section 9.10(a). Each Lender hereby directs Administrative Agent, and each of the Administrative Agent hxxxxx and the Collateral Agent hereby agrees, upon receipt of reasonable advance notice from the BorrowerCompany, to execute and deliver or file such documents and to perform other actions reasonably necessary at the Borrower’s expense to release the guaranties and Lxxxx Liens when and as directed in this Section 9.10, subject to receipt by the Administrative Agent of a certification of the Company as to such matters as are reasonably required by the Administrative Agent. To the extent any Collateral is disposed of as permitted by this Section to any Person other than a Credit Party, such Collateral will be sold free and clear of Liens created by the Credit Documents and the Administrative Agent will be authorized to take any actions deemed appropriate in order to effect the foregoing. (c) In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent (at the direction of the Required Lenders) or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders will otherwise agree in writing), at the direction of the Required Lenders, will be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code). Any release of guarantee obligations will be deemed subject to the provision that such guarantee obligations will be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby will be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. The Collateral Agent will 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 the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor will the Collateral 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. Each Lender Secured Party hereby consents to the release and hereby directs Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate), and the Administrative Agent shall release (or, in the case of clause (b)(ii) below, release or subordinate) the following: (a) any Restricted Subsidiary of the Borrower (and, in the case of (iv), each Guarantor) from its guaranty of any Obligation if (i) if all such Restricted Subsidiary becomes an Excluded Subsidiary or substantially (ii) all of the Capital Stock of such Restricted Subsidiary owned by any Loan Credit Party are is sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), (ii) if all or substantially all to the property of extent that, after giving effect to such transaction, such Restricted Subsidiary owned by would, in each case not be required to guaranty any Loan Party are sold or transferred in a transaction permitted under the Loan Documents (including Obligations pursuant to Section 5.13; andprovided that in the case of the release of a waiver or consent) and such Restricted Subsidiary is concurrently wound up or otherwise no longer required to be a Guarantor hereunder, (iii) if the Borrower, at its option, otherwise causes any Excluded Subsidiary to become a Guarantor and subsequently wants such Subsidiary to be released from its guaranty; provided, that the designation guaranty of any such Loan Party as an Excluded Subsidiary (other than for the purpose of avoiding any adverse tax consequences to the Borrower and its Subsidiaries Obligation as a result of any changes following the time no longer being a Wholly-Owned Subsidiary, (A) such Excluded Subsidiary initially became a GuarantorDisposition must be (i) shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the for fair market value of the net assets of such Loan value, (ii) to a Person that is not a Credit Party (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.7) and the Borrower shall have delivered a certificate or an Affiliate of a Responsible Officer to the Administrative Agent certifying that such Subsidiary has become an Excluded Subsidiary and, with respect to any Loan Party, that such designation is permitted hereunder Credit Party and entered into (iii) for a bona fide legitimate business purpose (as determined by the Borrower in good faith) and (ivB) upon the Discharge such release shall not be effected if an Event of ObligationsDefault then exists or would result therefrom; and (b) any Lien held by Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is (x) sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party to a Person other than a Loan Credit Party or an Affiliate of a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent)) or (y) held by a Credit Party that becomes an Excluded Subsidiary, in each case, 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 7.3(h6.1(h) and/or Section 7.3(lor 6.1(i) (to the extent the relevant Lien is of the type described in Section 7.3(h)), and (iii) all of the Collateral and all Loan Credit Parties, upon (A) the Discharge occurrence of Obligations the Facility Termination Date and (B) to the extent requested by Administrative Agent, receipt by Administrative Agent and the Secured Parties of liability releases from the Loan Credit Parties each in form and substance reasonably acceptable to Administrative Agent, (iv) any Property ceases to constitute Collateral in accordance with the terms of the Loan Documents and the Loan Parties shall have delivered a certificate of a Responsible Officer to the Administrative Agent certifying that such Property is no longer Collateral and/or (v) if such Property is owned by a Loan Party, upon the release of such Loan Party from its Guaranty in accordance with Section 9.10(a). Each Lender hereby directs Administrative Agent, and Administrative Agent hxxxxx xxxxxx 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 at the Borrower’s expense to release the guaranties and Lxxxx Liens when and as directed in this Section 9.10.