Common use of Release of Secured Guarantees Clause in Contracts

Release of Secured Guarantees. (i) All the Secured Guarantees shall automatically be discharged and released without any further action by the Agent or any other Secured Party immediately upon all the Release Conditions being satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Company or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If any Subsidiary Guarantor (A) ceases to be a Subsidiary as a result of a transaction permitted by the Loan Documents (including if the Capital Stock of a Subsidiary Guarantor is sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents) or if all the assets of a Subsidiary Guarantor are sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents (any such sale, a “Sale of Subsidiary Guarantor”)), (B) is or becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, or an Unrestricted Subsidiary, in each case in accordance with the terms of the Loan Documents, or (C) is or becomes an Immaterial Subsidiary or a non-Wholly Owned Subsidiary, then, in each case, the Secured Guarantee of such Subsidiary Guarantor shall automatically be discharged and released without any further action by the Agent or any other Secured Party, effective as of the time of such Sale of Subsidiary Guarantor, the time such Subsidiary Guarantor becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, or an Unrestricted Subsidiary, or the time the Company or such Subsidiary Guarantor notifies the Agent of its election to cause the release of the Secured Guarantee of such Immaterial Subsidiary or non-Wholly-Owned Subsidiary, as applicable. Such release shall not require the consent of any Secured Party, and the Agent shall be fully protected in relying on a certificate of the Company as to whether the applicable condition in the foregoing clauses (A), (B), and (C) has been satisfied. (iii) In addition to any release permitted by subsection (ii), any Secured Guarantee shall automatically be discharged and released without any further action by the Agent or any other Secured Party upon the effectiveness of any written approval, authorization, consent or ratification of such release by the Required Lenders or all the Lenders, as applicable, in accordance with and as and to the extent required by Section 10.01 of the Credit Agreement.

Release of Secured Guarantees. (i) All the Secured Guarantees shall automatically will be discharged and released without any further action by the Agent or any other Secured Party immediately upon when all the Release Conditions being are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Company any Loan Party or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If any Subsidiary Guarantor (A) ceases to be a Subsidiary as a result of a transaction permitted by the Loan Documents (including if the Capital Stock of a Subsidiary Guarantor is sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents) or if all the assets of a Subsidiary Guarantor are sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents Credit Agreement (any such sale, a “Sale of Subsidiary Guarantor”)), the Administrative Agent shall release such Guarantor from its Secured Guarantee; provided that, (A) no such release shall occur if such Guarantor continues to be a guarantor in respect of the Convertible Note or any Indebtedness incurred under Section 7.02(t) of the Credit Agreement or any Permitted Refinancing Indebtedness with respect thereto and (B) is or becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, or an Unrestricted Subsidiary, in each case in accordance if the Co-Borrowers are required to offer to prepay the Loans with the terms Net Cash Proceeds of such sale pursuant to Section 2.05(b) of the Loan DocumentsCredit Agreement, or (C) is or becomes an Immaterial Subsidiary or a non-Wholly Owned Subsidiary, then, in each case, arrangements satisfactory to the Secured Guarantee of such Subsidiary Guarantor shall automatically be discharged and released without any further action Administrative Agent have been made to apply the Net Cash Proceeds thereof as required by the Agent or any other Secured Party, effective as of the time of such Sale of Subsidiary Guarantor, the time such Subsidiary Guarantor becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, or an Unrestricted Subsidiary, or the time the Company or such Subsidiary Guarantor notifies the Agent of its election to cause the release of the Secured Guarantee of such Immaterial Subsidiary or non-Wholly-Owned Subsidiary, as applicableCredit Agreement. Such release shall not require the consent of any Secured Party, and the Administrative Agent shall be fully protected in relying on a certificate of the Company Co-Borrowers as to whether the applicable condition in the foregoing clauses (A), (B), and (C) has been satisfiedany particular sale constitutes a Sale of Guarantor. (iii) In addition to any release permitted by subsection (ii), the Administrative Agent may release any Secured Guarantee shall automatically be discharged and released without any further action by with the Agent or any other Secured Party upon the effectiveness prior written consent of any written approval, authorization, consent or ratification of such release by the Required Lenders Lenders; provided that any release of all or substantially all the LendersSecured Guarantees shall, as applicable, in accordance with and as and except to the extent required by resulting from a sale of a Guarantor, comply with Section 10.01 10.01(a) of the Credit Agreement.

Release of Secured Guarantees. (i) All the Secured Guarantees shall automatically be discharged and released without any further action by the Agent or any other Secured Party immediately upon all the Release Conditions being satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Company or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (iii) If any Subsidiary Guarantor (A) ceases to be a Subsidiary as a result of a transaction permitted by the Loan Documents (including if the Capital Stock or other Equity Interests of a Subsidiary Guarantor is are sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents) or if all the assets of a Subsidiary Guarantor are sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents (any such sale, a “Sale of Subsidiary Guarantor”)), (B) is or becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, or an Unrestricted Subsidiary, in each case in accordance with the terms of the Loan Documents, or (C) is or becomes an Immaterial Subsidiary or a non-Wholly Owned SubsidiarySubsidiary in accordance with the terms of the Loan Documents, then, in each case, the Secured Guarantee of such Subsidiary Guarantor shall automatically be discharged and released without any further action by the Agent or any other Secured Party, effective as of the time of such Sale of Subsidiary Guarantor, the time such Subsidiary Guarantor becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, or an Unrestricted Subsidiary, or the time the Company or such Subsidiary Guarantor notifies the Agent of its election to cause the release of the Secured Guarantee of such Immaterial Subsidiary or non-Wholly-Owned Subsidiary, as applicable. Such release shall not require the consent of any Secured Party, and the Agent shall be fully protected in relying on a certificate of the Company as to whether the applicable condition in the foregoing clauses (A), (B), and (C) has been satisfied. (iiiii) In addition to any release permitted by subsection (ii)) above, any Secured Guarantee shall automatically be discharged and released without any further action by the Agent or any other Secured Party upon the effectiveness of any written approval, authorization, consent or ratification of such release by the Required Lenders or all the Lenders, as applicable, in accordance with and as and to the extent required by Section 10.01 of the Credit Agreement.

Release of Secured Guarantees. (i) All the Secured Guarantees shall automatically will be discharged and released without any further action by the Agent or any other Secured Party immediately upon when all the Release Conditions being are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Company or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If any Subsidiary Guarantor (A) ceases to be a Subsidiary as a result of a transaction permitted by all the Loan Documents (including if the Capital Stock capital stock of a Subsidiary Guarantor is sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents) or if all the assets of a Subsidiary Guarantor are sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents Credit Agreement (any such sale, a “"Sale of Subsidiary Guarantor”")), (B) is or becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, or an Unrestricted Subsidiary, in each case in accordance with the terms of the Loan Documents, or (C) is or becomes an Immaterial Subsidiary or a non-Wholly Owned Subsidiary, then, in each case, the Secured Guarantee of such Subsidiary Guarantor shall automatically be discharged and released without any further action by the Agent or any other Secured Party, Party effective as of the time of such Sale of Subsidiary Guarantor; provided that, if such sale is an Asset Sale, arrangements reasonably satisfactory to the time such Subsidiary Guarantor becomes an Insurance SubsidiaryAgent have been made to apply the Net Proceeds thereof as required by the Credit Agreement. Such release shall not require the consent of any Secured Party, and the Agent shall be fully protected in relying on a Subsidiary certificate of an Insurance Subsidiary, a Foreign Subsidiary, or an Unrestricted Subsidiary, or the time the Company or such as to whether any particular sale constitutes a Sale of Subsidiary Guarantor notifies the Agent of its election to cause the release of the Guarantor. (iii) The Secured Guarantee of such Immaterial CIHC shall automatically be discharged and released without any further action by the Agent or any other Secured Party effective upon the consummation of the Proposed CIHC Transactions; provided that concurrently with the consummation of the Proposed CIHC Transactions, New HoldCo shall have satisfied the Collateral and Guarantee Requirement with respect to all property distributed or otherwise transferred to it in connection with the Proposed CIHC Transactions and shall have become an "Obligor", a "Subsidiary or non-Wholly-Owned Subsidiary, as applicableGuarantor" and a "Lien Grantor" for all purposes of the Loan Documents. Such release shall not require the consent of any Secured Party, and the Agent shall be fully protected in relying on a certificate of the Company as to whether the applicable condition in the foregoing clauses (A), (B), and (C) has Proposed CIHC Transactions have been satisfiedconsummated. (iiiiv) In addition to any release permitted by subsection (ii) or (iii), the Agent may release any Secured Guarantee shall automatically be discharged and released without any further action by with the Agent or any other Secured Party upon the effectiveness prior written consent of any written approval, authorization, consent or ratification of such release by the Required Lenders Banks; provided that any release of all or substantially all the Lenders, as applicable, in accordance with and as and to Secured Guarantees shall require the extent required by Section 10.01 consent of all the Credit AgreementBanks.

Release of Secured Guarantees. (i) All Subject to Section 10.14 of the Credit Agreement, all the Secured Guarantees shall automatically will be discharged and released without any further action by the Agent or any other Secured Party immediately upon when all the Release Conditions being are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Company Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If any Subsidiary Guarantor (A) ceases shall cease to be a Restricted Subsidiary as a result of a transaction permitted by the Loan Documents (including if upon the Capital Stock consummation of a any voluntary liquidation or dissolution of such Subsidiary Guarantor is sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents) or if all the assets of a Subsidiary Guarantor are sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents (any such sale, a “Sale of Subsidiary Guarantor”)), (B) is or becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, or an Unrestricted Subsidiary, in each case in accordance with the terms Section 7.03(c) of the Loan DocumentsCredit Agreement), or (C) is or becomes an Immaterial Subsidiary or a non-Wholly Owned Subsidiary, then, in each case, the Secured Guarantee of such Subsidiary Guarantor shall automatically be discharged and released without any further action by from the Agent or any other Secured Party, effective as of the time of such Sale of Subsidiary Guarantor, the time Guarantee applicable to such Subsidiary Guarantor becomes an Insurance Subsidiaryand from any and all obligations thereunder; provided that, if so required by the terms of the Credit Agreement, the Required Lenders shall have consented to such transaction resulting in a Subsidiary of an Insurance Subsidiary, Guarantor ceasing to be a Foreign Subsidiary, or an Unrestricted Subsidiary, or Restricted Subsidiary and the time the Company or such Subsidiary Guarantor notifies the Agent of its election to cause the release of the Secured Guarantee terms of such Immaterial Subsidiary or non-Wholly-Owned Subsidiary, as applicable. Such release consent shall not require the consent of any Secured Party, and the Agent shall be fully protected in relying on a certificate of the Company as to whether the applicable condition in the foregoing clauses (A), (B), and (C) has been satisfiedhave provided otherwise. (iii) In addition connection with any termination or release pursuant to any release permitted by subsection (ii), any Secured Guarantee shall automatically be discharged this Section 2(c) and released without any further action by the Agent or any other Secured Party upon the effectiveness of any written approval, authorization, consent or ratification of such release by the Required Lenders or all the Lenders, as applicable, in accordance with and as and to the extent required by Section 10.01 10.14 of the Credit Agreement, the Administrative Agent will, at the Borrower’s expense, execute and deliver to Borrower all documents that Borrower reasonably requests to evidence such termination, provided that the Borrower shall have provided the Administrative Agent with a certificate of a Responsible Officer of the Borrower certifying that such release is permitted (or not prohibited) under the terms of the Credit Agreement and such other certifications or documents as the Administrative Agent may reasonably request. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.