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, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower (including the giving of directions to the Collateral Agent) having the effect of releasing any Collateral or Guarantee obligations (i) to the extent necessary to permit consummation of any transaction, including any CMO Transaction, not prohibited by any Loan Document or that has been consented to in accordance with Section 9.07 or (ii) under the circumstances described in paragraph (b), (c) or (d) below. (b) The Capital Stock of Agere pledged pursuant to the Guarantee and Collateral Agreement shall at the Borrower's request be released (the "Agere Stock Release") at any time on or after the date on which Agere has assumed at least $2,500,000,000 in aggregate principal amount of Indebtedness of the Borrower (including, in any event, all Indebtedness under the Lucent Assumable Credit Agreement); provided that, at the time of such release, no Event of Default has occurred and is continuing (including pursuant to Section 6.01) (as certified by the Borrower to the Administrative Agent). (c) On the first date after the Closing Date on which the Borrower has (i) Borrower Debt Ratings of BBB or better from S&P and Baa2 or better from Moodx'x, xx each case on stable watch or the equivalent, and (ii) Consolidated Operating EBITDA of at least $1,800,000,000, for the most recent period of four consecutive fiscal quarters (or shorter period, if applicable) commencing on or after October 1, 2000 for which the relevant financial information is available (as certified by the Borrower to the Administrative Agent), the Collateral shall automatically be released from the Liens created by the Security Documents (it being understood that the Guarantees created by the Guarantee and Collateral Agreement shall nevertheless remain in effect). (d) If Agere and its Subsidiaries have been required to enter into any Security Documents pursuant to Section 5.11, then on the date of the Agere IPO, the Collateral provided by Agere and its Subsidiaries shall automatically be released from the Liens created by the Security Documents and all of their respective obligations under the Security Documents (including the Guarantees provided by them pursuant to the Guarantee and Collateral Agreement) shall automatically be terminated.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower (including the giving of directions to the Collateral Agent) having the effect of releasing any Collateral or Guarantee obligations (i) to the extent necessary to permit consummation of any transaction, including any CMO Transaction, not prohibited by any Loan Document or that has been consented to in accordance with Section 9.07 or (ii) under the circumstances described in paragraph (b), (c) or (d) below. (b) The Capital Stock of Agere pledged pursuant to the Guarantee and Collateral Agreement shall at the Borrower's request be released (the "Agere Stock Release") at any time on or after the date on which Agere has assumed at least $2,500,000,000 in aggregate principal amount of Indebtedness of the Borrower (including, in any event, all Indebtedness under the Lucent Assumable Credit Agreement); provided that, at the time of such release, no Event of Default has occurred and is continuing (including pursuant to Section 6.01) (as certified by the Borrower to the Administrative Agent). (c) On the first date after the Closing Date on which the Borrower has (i) Borrower Debt Ratings of BBB or better from S&P and Baa2 or better from Moodx'x, xx each case on stable watch or the equivalent, and (ii) Consolidated Operating EBITDA of at least $1,800,000,000, for the most recent period of four consecutive fiscal quarters (or shorter period, if applicable) commencing on or after October 1, 2000 for which the relevant financial information is available (as certified by the Borrower to the Administrative Agent), the Collateral shall automatically be released from the Liens created by the Security Documents (it being understood that the Guarantees created by the Guarantee and Collateral Agreement shall nevertheless remain in effect). (d) If Agere and its Subsidiaries have been required to enter into any Security Documents pursuant to Section 5.11, then on the date of the Agere IPO, the Collateral provided by Agere and its Subsidiaries shall automatically be released from the Liens created by the Security Documents and all of their respective obligations under the Security Documents (including the Guarantees provided by them pursuant to the Guarantee and Collateral Agreement) shall automatically be terminated. (e) Neither this Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified so as to release all or substantially all of the Collateral or the Guarantees of the Subsidiary Guarantors pursuant to the Guarantee and Collateral Agreement (except as provided therein or in paragraphs (a) through (d) inclusive of this Section 9.13), without the prior written consent of each Lender.