Common use of Release of Guaranties and Collateral Clause in Contracts

Release of Guaranties and Collateral. Without limiting any of the rights of the Agent or any Lender under the Credit Agreement, the other Loan Documents (as defined in the Credit Agreement) or applicable law, in the event that, prior to the termination of this Agreement pursuant to §11 hereof, the Agent releases or discharges any guaranties of the Senior Debt given by guarantors which have also guarantied the Subordinated Debt and Trustee Claims or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt and also securing the Subordinated Debt and Trustee Claims, such guarantors or (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens in favor of the Collateral Agent and the Subordinating Creditors. The Collateral Agent, for and on behalf of itself and each Holder, and each other Subordinating Creditor each agrees that, concurrently with the release of any lien of the Agent, the Collateral Agent or such other Subordinating Creditor will execute, deliver and file any and all such termination statements, mortgage discharges, lien releases and other agreements and instruments as the Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and the Collateral Agent, in each case for and on behalf of itself and each Holder, and each other Subordinating Creditor hereby irrevocably appoints the Agent, and its successors and assigns, and their respective officers, with full power of substitution, its true and lawful attorney(s) of the Collateral Agent and each Subordinating Creditor for the purpose of effecting any such executions, deliveries and filings if and to the extent the Collateral Agent or such Subordinating Creditor shall have failed to perform such obligations pursuant to the foregoing provisions of this §7.4 within ten (10) days after receiving a written request therefor.

Release of Guaranties and Collateral. Without limiting any of the rights of the Senior Agent or any Lender under the Credit Agreement, the other Loan applicable Senior Documents (as defined in the Credit Agreement) or applicable law, in the event that, prior to that the termination of this Agreement pursuant to §11 hereof, the Senior Agent releases or discharges any guaranties of the Senior Debt given by guarantors any Loan Party which have has also guarantied the Subordinated Debt and Trustee Claims or any security interests in, or mortgages or liens upon, any collateral Lien on Collateral securing the Senior Debt and also securing the Subordinated Debt and Trustee ClaimsDebt, such guarantors Loan Party or (as the case may be) such collateral Collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens Liens in favor of the Collateral Agent and the Subordinating CreditorsSubordinated Lender. The Collateral AgentSubordinated Lender hereby authorizes the Senior Agent to file any necessary UCC and/or PPSA termination statements or discharges (with respect to any UCC and/or PPSA financing statements or other Lien registrations filed by the Subordinated Lender) to reflect the termination, for discharge or release of any Lien contemplated hereby and on behalf of itself and each Holder, and each other Subordinating Creditor each agrees that, concurrently with within ten (10) business days following the release of any lien of the Senior Agent’s written request therefor, the Collateral Agent or such other Subordinating Creditor Subordinated Lender will execute, deliver and file any and all such termination statements, mortgage discharges, lien releases Lien releases, terminations and discharges and other agreements and instruments as the Senior Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and the Collateral Agent, in each case for and on behalf of itself and each Holder, and each other Subordinating Creditor Subordinated Lender hereby irrevocably appoints the Senior Agent, and its successors and assigns, and their respective officers, with full power of substitution, its the true and lawful attorney(s) of the Collateral Agent and each Subordinating Creditor Subordinated Lender for the purpose of effecting any such executions, deliveries and filings if and to the extent that the Collateral Agent or such Subordinating Creditor Subordinated Lender shall have failed to perform such obligations pursuant to the foregoing provisions of this §7.4 Section 7.6 within such ten (10) days after receiving a written request thereforbusiness day period.

Release of Guaranties and Collateral. Without limiting any of the rights of the Administrative Agent or any Lender other Secured Party under the Credit Agreement, the other Loan Documents (as defined in the Credit Agreement) or applicable law, in the event that, prior to that the termination of this Agreement pursuant to §11 hereof, the Administrative Agent releases or discharges (i) any guaranties of the Senior Debt given by guarantors which have also guarantied guaranteed the Subordinated Debt and Trustee Claims or (ii) any security interests in, or mortgages or liens Liens upon, any collateral securing the Senior Debt (whether granted by the Borrowers, any guarantor or any other Person) and also securing the Subordinated Debt and Trustee ClaimsDebt, such guarantors or (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens Liens in favor of the Collateral Agent and the Subordinating CreditorsLender. The Collateral Agent, for and on behalf of itself and each Holder, and each other Subordinating Creditor each Lender agrees that, concurrently with within ten (10) days following the release of any lien of the Administrative Agent's written request therefor, the Collateral Agent or such other Subordinating Creditor Lender will execute, deliver and file any and all such termination statements, mortgage discharges, lien Lien releases and other agreements and instruments as the Administrative Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and the Collateral Agent, in each case for and on behalf of itself and each Holder, and each other Subordinating Creditor Lender hereby irrevocably appoints the Administrative Agent, and its successors and assigns, and their respective officers, with full power of substitution, its the true and lawful attorney(s) of the Collateral Agent and each Subordinating Creditor Lender for the purpose of effecting any such executions, deliveries and filings if and to the extent that the Collateral Agent or such Subordinating Creditor Lender shall have failed to perform such obligations pursuant to the foregoing provisions of this §7.4 Section 7.3 within such ten (10) days after receiving a written request thereforday period.

Release of Guaranties and Collateral. Without limiting any of the rights of the Agent or any Lender and the Lenders under the Credit Agreement, the other Loan Agreement Documents (as defined in the Credit Agreement) or applicable law, in the event that, prior to the termination of this Agreement pursuant to §11 hereof, that the Agent releases or discharges the Lenders, in connection with any sale or other disposition of assets in the Obligor's ordinary course of business, release or discharge any guaranties of the Senior Debt given by guarantors which have also guarantied the Subordinated Debt and Trustee Claims or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt and also securing the Subordinated Debt and Trustee ClaimsDebt, such guarantors or (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens in favor of the Collateral Agent and Subordinating Creditor; provided that any net cash proceeds received by the Subordinating CreditorsBorrower or such guarantor in connection with any sale or other disposition of assets in which such release or discharge is granted are applied, or are held for application, to reduce the Senior Debt. The Collateral Agent, for and on behalf of itself and each Holder, and each other Subordinating Creditor each agrees that, concurrently with the release of any lien of within ten (10) days following the Agent's written request therefor, the Collateral Agent or such other Subordinating Creditor will execute, execute and deliver and file to the Agent for filing any and all such termination statements, mortgage discharges, lien releases and other agreements and instruments as the Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee If and to the Collateral extent that any net cash proceeds received by the Borrower or such guarantor in connection with any sale or other disposition of assets in which such release or discharge is granted are applied, or are held for application, to reduce the Senior Debt, then, subject to the Agent's receipt of such proceeds, in each case for and on behalf of itself and each Holder, and each other the Subordinating Creditor hereby irrevocably appoints the Agent, and its successors and assigns, and their respective officers, with full power of substitution, its the true and lawful attorney(s) of the Collateral Agent and each Subordinating Creditor for the purpose of effecting any such executions, deliveries and filings if and to the extent that the Collateral Agent or such Subordinating Creditor shall have failed to perform such obligations pursuant to the foregoing provisions of this §7.4 Section 5.2 within such ten (10) day period. [Credit Agreement to include customary provisions requiring application of net cash proceeds to permanent reduction of Senior Debt or reinvestment of sales proceeds in assets of Obligors within 180 days after receiving a written request thereforof receipt.]

Release of Guaranties and Collateral. Without limiting any of the rights of the Agent or any Lender other Secured Party under the Credit Loan Agreement, the other Loan Documents (as defined in the Credit Agreement) or applicable law, in the event that, prior to the termination of this Agreement pursuant to §11 hereof, that the Agent releases or discharges (i) any guaranties of the Senior Debt given by guarantors which have also guarantied guaranteed the Subordinated Debt and Trustee Claims or (ii) any security interests in, or mortgages or liens Liens upon, any collateral securing the Senior Debt and also securing the Subordinated Debt and Trustee ClaimsDebt, such guarantors or (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens Liens in favor of the Collateral Agent and Subordinating Lender provided that any net cash proceeds received by any of the Subordinating CreditorsBorrowers or such guarantor in connection with any sale or other disposition of assets in which such release or discharge is granted are applied, or are held for application, to the Senior Debt. The Collateral Agent, for and on behalf of itself and each Holder, and each other Subordinating Creditor each Lender agrees that, concurrently with the release of any lien of within ten (10) days following the Agent’s written request therefor, the Collateral Agent or such other Subordinating Creditor Lender will execute, deliver and file any and all such termination statements, mortgage discharges, lien Lien releases and other agreements and instruments as the Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and the Collateral Agent, in each case for and on behalf of itself and each Holder, and each other Subordinating Creditor Lender hereby irrevocably appoints the Agent, and its successors and assigns, and their respective officers, with full power of substitution, its the true and lawful attorney(s) of the Collateral Agent and each Subordinating Creditor Lender for the purpose of effecting any such executions, deliveries and filings if and to the extent that the Collateral Agent or such Subordinating Creditor Lender shall have failed to perform such obligations pursuant to the foregoing provisions of this §7.4 Section 7.3 within such ten (10) days after receiving a written request thereforday period.

Release of Guaranties and Collateral. Without limiting any of the rights of the Agent or any Lender under the Credit Agreement, the other Loan Documents (as defined in the Credit Agreement) or applicable law, in the event that, prior to the termination of this Agreement pursuant to §11 hereof, that the Agent releases or discharges any guaranties of the Senior Debt given by guarantors which have also guarantied the Subordinated Debt and Trustee Claims or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt and also securing the Subordinated Debt and Trustee ClaimsDebt, such guarantors or (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens in favor of the Collateral Agent and the Subordinating Creditors. The Collateral AgentSAC, for and on behalf of itself and each HolderSubordinating Creditor, and each other Subordinating Creditor each agrees that, concurrently with the release of any lien of the Agent, the Collateral Agent or such other Subordinating Creditor SAC will execute, deliver and file any and all such termination statements, mortgage discharges, lien releases and other agreements and instruments as the Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and the Collateral Agent, in each case for and on behalf of itself SAC and each Holder, and each other Subordinating Creditor hereby irrevocably appoints the Agent, and its successors and assigns, and their respective officers, with full power of substitution, its the true and lawful attorney(s) of the Collateral Agent SAC and each such Subordinating Creditor for the purpose of effecting any such executions, deliveries and filings if and to the extent the Collateral Agent that SAC or such Subordinating Creditor shall have failed to perform such obligations pursuant to the foregoing provisions of this §7.4 within such ten (10) days after receiving a written request thereforday period.

Release of Guaranties and Collateral. Without limiting any of the rights of the Administrative Agent or any Lender other Secured Party under the Credit Agreement, the other Loan Documents (as defined in the Credit Agreement) or applicable law, in the event that, prior to that the termination of this Agreement pursuant to §11 hereof, the Administrative Agent releases or discharges (i) any guaranties of the Senior Debt given by guarantors which have also guarantied guaranteed the Subordinated Debt and Trustee Claims or (ii) any security interests in, or mortgages or liens Liens upon, any collateral securing the Senior Debt (whether granted by the Borrowers, any guarantor or any other Person) and also securing the Subordinated Debt and Trustee ClaimsDebt, such guarantors or (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens Liens in favor of the Collateral Agent and the Subordinating CreditorsLender. The Collateral Agent, for and on behalf of itself and each Holder, and each other Subordinating Creditor each Lender agrees that, concurrently with within ten (10) days following the release of any lien of the Administrative Agent’s written request therefor, the Collateral Agent or such other Subordinating Creditor Lender will execute, deliver and file any and all such termination statements, mortgage discharges, lien Lien releases and other agreements and instruments as the Administrative Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and the Collateral Agent, in each case for and on behalf of itself and each Holder, and each other Subordinating Creditor Lender hereby irrevocably appoints the Administrative Agent, and its successors and assigns, and their respective officers, with full power of substitution, its the true and lawful attorney(s) of the Collateral Agent and each Subordinating Creditor Lender for the purpose of effecting any such executions, deliveries and filings if and to the extent that the Collateral Agent or such Subordinating Creditor Lender shall have failed to perform such obligations pursuant to the foregoing provisions of this §7.4 Section 7.3 within such ten (10) days after receiving a written request thereforday period.

Release of Guaranties and Collateral. Without limiting any Notwithstanding anything to the contrary contained in this Agreement, and without limitation of Section 11.21, each Secured Party that is a party hereto hereby agrees that: (a) upon termination of the rights Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or any Lender Hedge Bank, as the case may be, that amounts are due and payable under the Credit such Secured Cash Management Agreement or Secured Hedge Agreement, the other Loan Documents (as defined in the Credit Agreement) or applicable law, in the event that, prior to the termination of this Agreement pursuant to §11 hereof, the Agent releases or discharges any guaranties of the Senior Debt given by guarantors which have also guarantied the Subordinated Debt and Trustee Claims or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt and also securing the Subordinated Debt and Trustee Claims, such guarantors or (as the case may be) such collateral shall thereupon be deemed and the expiration or termination of all Letters of Credit (other than any Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to have been released from all such guaranties or security interests, mortgages or liens in favor of the Collateral Administrative Agent and the Subordinating Creditors. The applicable L/C Issuer), (i) any Lien on any Collateral Agent(including Cash Collateral, for and on behalf of itself and each Holder, and each other Subordinating Creditor each agrees that, concurrently with the release of any lien of the Agent, the Collateral Agent or such other Subordinating Creditor will execute, deliver and file any and all such termination statements, mortgage discharges, lien releases and other agreements and instruments as the Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and the Collateral Agent, in each case for and on behalf of itself and each Holder, and each other Subordinating Creditor hereby irrevocably appoints the Agent, and its successors and assigns, and their respective officers, with full power of substitution, its true and lawful attorney(s) of the Collateral Agent and each Subordinating Creditor for the purpose of effecting any such executions, deliveries and filings if and except to the extent intended to remain in place with respect to Letters of Credit by agreement between the Company and the applicable L/C Issuer) shall be released and (ii) each Guarantor shall be released from its obligations under the applicable Guaranty; (b) any Lien on any asset constituting Collateral shall be released in the event that such asset is Disposed of as part of or in connection with any Disposition permitted hereunder or under any other Loan Document; and (c) any Guarantor shall be released from its obligations under the applicable Guaranty if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder, and any Lien on any asset of, or Equity Interests issued by, such Guarantor constituting Collateral shall be released as well. In connection with the foregoing, and subject to Section 9.10 (including the right of the Administrative Agent or such Subordinating Creditor shall have failed to perform such obligations pursuant obtain confirmation thereof from the Required Lenders), the Administrative Agent shall, at the Company’s sole expense and at the Company’s request, (x) promptly execute and file in the appropriate location and deliver to the foregoing provisions Company such termination and full or partial release statements or confirmations thereof, as applicable, and (y) do such other things as are reasonably necessary to release the Liens and Guarantees to be released pursuant hereto promptly upon the effectiveness of this §7.4 within ten (10) days after receiving a written request thereforany such release.

Release of Guaranties and Collateral. Without limiting any Notwithstanding anything to the contrary contained in this Agreement, and without limitation of Section 11.20, each Secured Party that is a party hereto hereby agrees that: (a) upon termination of the rights Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or any Lender Hedge Bank, as the case may be, that amounts are due and payable under the Credit such Secured Cash Management Agreement or Secured Hedge Agreement, the other Loan Documents (as defined in the Credit Agreement) or applicable law, in the event that, prior to the termination of this Agreement pursuant to §11 hereof, the Agent releases or discharges any guaranties of the Senior Debt given by guarantors which have also guarantied the Subordinated Debt and Trustee Claims or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt and also securing the Subordinated Debt and Trustee Claims, such guarantors or (as the case may be) such collateral shall thereupon be deemed and the expiration or termination of all Letters of Credit (other than Extended Letters of Credit and any other Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to have been released from all such guaranties or security interests, mortgages or liens in favor of the Collateral Administrative Agent and the Subordinating Creditors. The applicable L/C Issuer), (i) any Lien on any Collateral Agent(including Cash Collateral, for and on behalf of itself and each Holder, and each other Subordinating Creditor each agrees that, concurrently with the release of any lien of the Agent, the Collateral Agent or such other Subordinating Creditor will execute, deliver and file any and all such termination statements, mortgage discharges, lien releases and other agreements and instruments as the Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and the Collateral Agent, in each case for and on behalf of itself and each Holder, and each other Subordinating Creditor hereby irrevocably appoints the Agent, and its successors and assigns, and their respective officers, with full power of substitution, its true and lawful attorney(s) of the Collateral Agent and each Subordinating Creditor for the purpose of effecting any such executions, deliveries and filings if and except to the extent intended to remain in place with respect to Extended Letters of Credit or other Letters of Credit by agreement between the Company and the applicable L/C Issuer) shall be released and (ii) each Guarantor shall be released from its obligations under the applicable Guaranty; (b) any Lien on any asset constituting Collateral shall be released in the event that such asset is Disposed of as part of or in connection with any Disposition permitted hereunder or under any other Loan Document; and (c) any Guarantor shall be released from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder, and any Lien on any asset of, or Equity Interests issued by, such Guarantor constituting Collateral shall be released as well. In connection with the foregoing, and subject to Section 9.10 (including the right of the Administrative Agent or such Subordinating Creditor shall have failed to perform such obligations pursuant obtain confirmation thereof from the Required Lenders), the Administrative Agent shall, at the Company’s sole expense and at the Company’s request, (x) promptly execute and file in the appropriate location and deliver to the foregoing provisions Company such termination and full or partial release statements or confirmations thereof, as applicable, and (y) do such other things as are reasonably necessary to release the Liens and Guarantees to be released pursuant hereto promptly upon the effectiveness of this §7.4 within ten (10) days after receiving a written request thereforany such release.

Release of Guaranties and Collateral. Without limiting any of the rights of the Agent or any Lender Bank under the Credit Agreement, the other Loan Documents (as defined in the Credit Agreement) or applicable law, in the event that, prior to the termination of this Agreement pursuant to §11 hereof, that the Agent releases or discharges any guaranties of the Senior Debt given by guarantors which have also guarantied guaranteed the Subordinated Debt and Trustee Claims or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt and also securing the Subordinated Debt and Trustee ClaimsDebt, such guarantors or (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens in favor of the Collateral Agent and Subordinating Creditor provided that any net cash proceeds received by the Subordinating CreditorsBorrower or such guarantor in connection with any sale or other disposition of assets in which such release or discharge is granted are applied, or are held for application, to the Senior Debt. The Collateral Agent, for and on behalf of itself and each Holder, and each other Subordinating Creditor each agrees that, concurrently with the release of any lien of within ten (10) days following the Agent's written request therefor, the Collateral Agent or such other Subordinating Creditor will execute, deliver and file any and all such termination statements, mortgage discharges, lien releases and other agreements and instruments as the Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and the Collateral Agent, in each case for and on behalf of itself and each Holder, and each other Subordinating Creditor hereby irrevocably appoints the Agent, and its successors and assigns, and their respective officers, with full power of substitution, its the true and lawful attorney(s) of the Collateral Agent and each Subordinating Creditor for the purpose of effecting any such executions, deliveries and filings if and to the extent that the Collateral Agent or such Subordinating Creditor shall have failed to perform such obligations pursuant to the foregoing provisions of this §7.4 7.3 within such ten (10) days after receiving a written request thereforday period.

Release of Guaranties and Collateral. Without limiting any of the rights of the any Senior Agent or any Lender under the Credit Agreement, the other Loan applicable Senior Documents (as defined in the Credit Agreement) or applicable lawApplicable Law, in the event that, prior to the termination of this Agreement pursuant to §11 hereof, the that any Senior Agent releases or discharges any guaranties of the Senior Debt given by guarantors any Obligor which have has also guarantied the Subordinated Debt and Trustee Claims or any security interests in, or mortgages or liens upon, any collateral Lien on Collateral securing the Senior Debt and also securing the Subordinated Debt and Trustee ClaimsDebt, such guarantors Obligor or (as the case may be) such collateral Collateral shall thereupon be deemed to have been been, and hereby is automatically and unconditionally, released from all such guaranties or security interests, mortgages or liens Liens in favor of the Collateral Agent and the Subordinating Junior Creditors. The Collateral Agent, for Each Junior Creditor hereby authorizes each Senior Agent to file any necessary UCC termination statements (with respect to any UCC financing statements filed by any Junior Creditor) to reflect the termination or release of any Lien contemplated hereby and on behalf of itself and each Holder, and each other Subordinating Creditor each agrees that, concurrently with the release of within three (3) days following any lien of the Senior Agent’s written request therefor, the Collateral Agent or such other Subordinating each Junior Creditor will execute, deliver and file any and all such termination statements, mortgage discharges, lien Lien releases and other agreements and instruments as the such Senior Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and the Collateral Agent, in each case for and on behalf of itself and each Holder, and each other Subordinating Each Junior Creditor hereby irrevocably appoints the each Senior Agent, and its successors and assigns, and their respective officers, with full power of substitution, its the true and lawful attorney(s) of the Collateral Agent and each Subordinating Junior Creditor for the purpose of effecting any such executions, deliveries and filings if and to the extent the Collateral Agent or such Subordinating that any Junior Creditor shall have failed to perform such obligations pursuant to the foregoing provisions of this §7.4 Section 7.6 within ten such three (103) days after receiving a written request thereforday period.

Release of Guaranties and Collateral. Without limiting any Notwithstanding anything to the contrary contained in this Agreement, and without limitation of Section 11.21, each Secured Party that is a party hereto hereby agrees that: (a) upon termination of the rights Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than any Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to the Administrative Agent or and the applicable L/C Issuer), (i) any Lender Lien on any Collateral (including Cash Collateral, except to the extent intended to remain in place with respect to Letters of Credit by agreement between the Company and the applicable L/C Issuer) shall be released and (ii) each Guarantor shall be released from its obligations under the Credit Agreementapplicable Guaranty, but only to the other Loan Documents extent provided therein and, in any case, in accordance with the terms thereof; (as defined in the Credit Agreementb) or applicable law, any Lien on any asset constituting Collateral shall be released in the event thatthat such asset is Disposed of as part of or in connection with any Disposition permitted hereunder or under any other Loan Document; and (c) any Guarantor shall be released from its obligations under the applicable Guaranty if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder, prior and any Lien on any asset of, or Equity Interests issued by, such Guarantor constituting Collateral shall be released as well. In connection with the foregoing, and subject to Section 9.10 (including the right of the Administrative Agent to obtain confirmation thereof from the Required Lenders), the Administrative Agent shall, at the Company’s sole expense and at the Company’s request, (x) promptly execute and file in the appropriate location and deliver to the Company such termination of this Agreement pursuant to §11 hereofand full or partial release statements or confirmations thereof, the Agent releases or discharges any guaranties of the Senior Debt given by guarantors which have also guarantied the Subordinated Debt and Trustee Claims or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt and also securing the Subordinated Debt and Trustee Claims, such guarantors or (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens in favor of the Collateral Agent and the Subordinating Creditors. The Collateral Agent, for and on behalf of itself and each Holderapplicable, and each (y) do such other Subordinating Creditor each agrees that, concurrently with things as are reasonably necessary to release the release Liens and Guarantees to be released pursuant hereto promptly upon the effectiveness of any lien of the Agent, the Collateral Agent or such other Subordinating Creditor will execute, deliver and file any and all such termination statements, mortgage discharges, lien releases and other agreements and instruments as the Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and the Collateral Agent, in each case for and on behalf of itself and each Holder, and each other Subordinating Creditor hereby irrevocably appoints the Agent, and its successors and assigns, and their respective officers, with full power of substitution, its true and lawful attorney(s) of the Collateral Agent and each Subordinating Creditor for the purpose of effecting any such executions, deliveries and filings if and to the extent the Collateral Agent or such Subordinating Creditor shall have failed to perform such obligations pursuant to the foregoing provisions of this §7.4 within ten (10) days after receiving a written request thereforrelease.

Release of Guaranties and Collateral. Without limiting any of the rights of the Agent or any Lender Bank under the Credit Loan Agreement, the other Loan Documents (as defined in the Credit Agreement) or applicable law, in the event that, prior to the termination of this Agreement pursuant to §11 hereof, that the Agent releases or discharges any guaranties of the Senior Debt given by guarantors which have also guarantied the Subordinated Debt and Trustee Claims in connection with the sale or other disposition of the stock of such guarantor or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt and also securing the Subordinated Debt and Trustee Claimsin connection with any sale or other disposition of such collateral, such guarantors or (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens in favor of the Collateral Subordinating Agent and or any Subordinating Creditors, provided that any net cash proceeds received by any Borrower or such guarantor in connection with any sale or other disposition of assets in which such release or discharge is granted are applied, or are held for application, to the Senior Debt. Each of the Subordinating Creditors. The Collateral Agent, for and on behalf of itself and each Holder, and each other Subordinating Creditor each Parties agrees that, concurrently with the release of any lien of within ten (10) days following the Agent's written request therefor, the Collateral Agent or such other Subordinating Creditor Party will execute, deliver and file any and all such termination statements, mortgage discharges, lien releases and other agreements and instruments as the Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. The Trustee and Each of the Collateral Agent, in each case for and on behalf of itself and each Holder, and each other Subordinating Creditor Parties hereby irrevocably appoints the Agent, and its successors and assigns, and their respective officers, with full power of substitution, its the true and lawful attorney(s) of the Collateral Agent and each such Subordinating Creditor Party for the purpose of effecting any such executions, deliveries and filings if and to the extent the Collateral Agent or that such Subordinating Creditor Party shall have failed to perform such obligations pursuant to the foregoing provisions of this §7.4 Section 3 within such ten (10) days after receiving a written request thereforday period.