Common use of Release of Guarantees and Liens Clause in Contracts

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligations) shall have been paid in full, the Revolving Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement, and the Guarantee and Collateral Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Guarantee and Collateral Agreement shall terminate, all without delivery of any instrument or performance of any act by any Person.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligations) shall have been paid in full, the Revolving Commitments have been terminated and no Letters of Credit shall be outstandingDischarge Date, the Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement, and the Guarantee and Collateral Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Guarantee and Collateral Agreement shall terminate, all without delivery of any instrument or performance of any act by any Person.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan DocumentDocument but subject to the Intercreditor Agreement, the Administrative Collateral Agent is hereby irrevocably authorized by each Lender Bank (without requirement of notice to or consent of any Lender Bank except as expressly required by Section 10.112.8) and is hereby required to promptly take any action requested by the Borrower Company having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 12.8 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At Subject to the Intercreditor Agreement, at such time as the Loans, the Reimbursement Obligations Loans and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligationsSwap Agreements) shall have been paid in full, full and the Revolving Commitments have been terminated and no Letters of Credit shall be outstandingterminated, the Collateral shall be released from the Liens created by the Guarantee and Collateral AgreementSecurity Documents, and the Guarantee and Collateral Agreement Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Collateral Agent and each Loan Party under the Guarantee and Collateral Agreement Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.. [THIS SPACE INTENTIONALLY LEFT BLANK]

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At such time as the Loans, the Reimbursement Obligations Loans and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligations) shall have been paid in full, full and the Revolving Commitments have Aggregate Commitment has been terminated and no Letters of Credit shall be outstandingterminated, the Collateral shall be released from the Liens created by the Guarantee and Collateral AgreementSecurity Instruments, and the Guarantee and Collateral Agreement Security Instruments and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Credit Party under the Guarantee and Collateral Agreement Security Instruments shall terminate, all without delivery of any instrument or performance of any act by any Person; and (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Borrower or any Restricted Subsidiary in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of the Borrower or any Restricted Subsidiary, shall execute and deliver to the Borrower or any Restricted Subsidiary all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Security Instruments on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder and under the other Security Instruments in the event that all the Equity Interests of such Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the Disposition in reasonable detail, including the price thereof and any anticipated expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At such time as the Loans, the Reimbursement Obligations Loans and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligations) shall have been indefeasibly paid in full, full and the Revolving Commitments have Commitment has been terminated and no Letters of Credit shall be outstandingterminated, the Collateral shall be released from the Liens created by the Guarantee and Collateral AgreementSecurity Documents, and the Guarantee and Collateral Agreement Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent Borrower and each Loan Party Subsidiary under the Guarantee and Collateral Agreement Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. If any of the Collateral shall be sold, transferred or otherwise disposed of by the Borrower or any Subsidiary in a transaction permitted by this Agreement, then the Collateral Agent, at the request and sole expense of the Borrower or any Subsidiary, shall execute and deliver to the Borrower or any Subsidiary all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Security Documents on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder and under the other Security Documents in the event that all the Capital Stock of such Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that, in the case of this sentence and the immediately prior sentence, the Borrower shall have delivered to the Collateral Agent, at least five (5) Business Days prior to the date of the proposed release (or such shorter time as the Collateral Agent may agree), a written request for release identifying the relevant Guarantor, summarizing the transaction and stating that such transaction is in compliance with this Agreement and the other Loan Documents (and the Lenders hereby authorize and direct the Collateral Agent to conclusively rely on such certifications in performing its obligations under this Section 9.2).

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligations) shall have been paid in full, the Revolving Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Guarantee and Collateral AgreementAgreements, and the Guarantee and Collateral Agreement Agreements and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Guarantee and Collateral Agreement Agreements shall terminate, all without delivery of any instrument or performance of any act by any Person.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At such time as the Loans, the Reimbursement Obligations Loans and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligations) shall have been paid in full, full and the Revolving Commitments have Aggregate Commitment has been terminated and no Letters of Credit shall be outstandingterminated, the Collateral shall be released from the Liens created by the Guarantee and Collateral AgreementSecurity Documents, and the Guarantee and Collateral Agreement Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Credit Party under the Guarantee and Collateral Agreement Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person; and (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Borrower or any Subsidiary in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of the Borrower or any Subsidiary, shall execute and deliver to the Borrower or any Subsidiary all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Security Documents on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder and under the other Security Documents in the event that all the Capital Stock of such Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that, in the case of this sentence and the immediately prior sentence, the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release (or such shorter time as the Lead Lender may agree but in any event not less than three (3) Business Days unless otherwise agreed by the Administrative Agent), a written request for release identifying the relevant Guarantor, summarizing the transaction and stating that such transaction is in compliance with this Agreement and the other Loan Documents (and the Lenders hereby authorize and direct the Administrative Agent to conclusively rely on such certifications in performing its obligations under this Section 10.17).

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement Upon Discharge of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligations) shall have been paid in full, the Revolving Commitments have been terminated and no Letters of Credit shall be outstandingObligations, the Collateral shall shall, subject to the Swap Intercreditor Agreement, be released from the Liens created by the Guarantee and Collateral AgreementSecurity Documents, and the Guarantee and Collateral Agreement Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Credit Party under the Guarantee and Collateral Agreement Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person; and (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by Holdings or any Subsidiary in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of Holdings or any Subsidiary, shall, subject to the Swap Intercreditor Agreement, execute and deliver to Holdings or any Subsidiary all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Security Documents on such Collateral; provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the terms of the Disposition in reasonable detail, including the price thereof and any anticipated expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents (and the Lenders hereby authorize and direct the Administrative Agent to conclusively rely on such certifications in performing its obligations under this Section 10.17). At the request and sole expense of the Borrower, a Guarantor shall, subject to the Swap Intercreditor Agreement, be released from its obligations hereunder and under the other Security Documents upon Discharge of Obligations.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligations) shall have been paid in full, the Revolving Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement, and the Guarantee and Collateral Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Guarantee and Collateral Agreement shall terminate, all without delivery of any instrument or performance of any act by any Person.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may A Subsidiary shall automatically be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At such time as the Loans, the Reimbursement Obligations and the other released from its obligations under the Loan Documents and all security interests created by the Pledge Agreement or any Foreign Pledge Agreement in collateral owned by such Subsidiary shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary ceases to be a Subsidiary (other than (i) obligations under a transaction in which such Subsidiary merges into or in respect of Hedge Agreements and (ii) contingent indemnification obligations) consolidates or otherwise combines with the Borrower or any other Subsidiary); provided that, if so required by this Agreement, the Required Lenders shall have been paid consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party of any collateral that is permitted under this Agreement (other than any sale or transfer to the Borrower or any of its Affiliates), or upon the effectiveness of any written consent to the release of the security interest granted under any Loan Document in fullany collateral pursuant to Section 9.02, the Revolving Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens any security interest in such collateral created by the Guarantee and Collateral AgreementPledge Agreement or any Foreign Pledge Agreement shall be automatically released. In connection with any termination or release pursuant to this Section, and the Guarantee and Collateral Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent shall execute and each Loan Party under deliver to the Guarantee and Collateral Agreement shall terminateBorrower or any Subsidiary, at the Borrower’s or such Subsidiary’s expense, all without documents that the Borrower or such Subsidiary shall reasonably request to evidence such termination or release. Any execution and delivery of any instrument documents pursuant to this Section shall be without recourse to or performance of any act warranty by any Personthe Administrative Agent.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction disposition of such Collateral (other than a disposition to the Borrower or any Guarantor) not prohibited by any Loan Document or Document, (ii) that has been consented to in accordance with Section 10.1 10.1, (iii) consisting of assets of any Subsidiary Guarantor that is to be released from its obligations under the Guarantee and Collateral Agreement as provided below or (iiiv) under the circumstances described in paragraph (b) below. Additionally, any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee and Collateral Agreement upon the consummation of any transaction not prohibitted by this Agreement that results in such Subsidiary Guarantor ceasing to be a Subsidiary of the Borrower. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligations) shall have been paid in full, the Revolving Commitments have been terminated and no Letters of Credit shall be outstandingDischarge Date, the Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement, and the Guarantee and Collateral Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Guarantee and Collateral Agreement shall terminate, all without delivery of any instrument or performance of any act by any Person.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement require- ment of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligations) shall have been paid in full, the Revolving Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement, and the Guarantee and Collateral Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Guarantee and Collateral Agreement shall terminate, all without delivery of any instrument or performance of any act by any Person.

Release of Guarantees and Liens. (a) Notwithstanding anything to A Subsidiary Loan Party (other than any Borrower) shall be automatically released from its obligations under the contrary contained herein or in any other Loan Document, Documents upon the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited permitted by any this Agreement as a result of which (i) such Subsidiary Loan Document or that has been consented Party shall cease to in accordance with Section 10.1 or be a Subsidiary and (ii) under each other Guarantee by such Subsidiary Loan Party of any Material Indebtedness of the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as Company shall be reasonably acceptable to the Administrative Agentreleased. (b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than If (i) obligations under the 2016 Notes shall be redeemed, irrevocably defeased, prepaid or repaid in respect of Hedge Agreements and full, (ii) contingent indemnification obligations) TFM’s Guarantee of the 2016 Notes shall have been paid in fullterminated or (iii) TFM shall have been merged into the Company with the Company as the surviving entity, then, subject to the further condition that TFM at such time shall not be liable, directly or contingently, under any Guarantee for any other Material Indebtedness of the Company (unless such Guarantee of other Material Indebtedness shall also be released at such time), the Revolving Commitments have been terminated and no Letters Guarantee of Credit TFM under the Guarantee Agreement shall be outstandingautomatically released. (c) In connection with any termination or release pursuant to this Section, the Collateral shall be released from the Liens created Administrative Agent, upon receipt of any certificates or other documents reasonably requested by the Guarantee and Collateral it to confirm compliance with this Agreement, shall promptly execute and deliver to the Guarantee and Collateral Agreement and Company or the applicable Loan Party, at the Company’s expense, all obligations (other than those expressly stated documents that the Company or such Loan Party shall reasonably request to survive evidence such termination) of termination or release. The Lenders hereby irrevocably authorize the Administrative Agent and each Loan Party under the Guarantee and Collateral Agreement shall terminate, to take all without delivery of any instrument or performance of any act by any Personactions specified in this Section 9.17.