Common use of Release of Security Interest or Guaranty Clause in Contracts

Release of Security Interest or Guaranty. (a) Each Lender and each Issuing Lender hereby consents to the automatic release and hereby directs the applicable Agent to release the following: (i) the guaranty by any Subsidiary of Borrower of the Obligations if all of the Capital Stock of such Subsidiary owned by the Loan Parties is sold or otherwise disposed of in a transaction permitted hereunder if, after giving effect to such sale or other disposition, such Subsidiary would not have been required to guaranty any Obligations pursuant to Section 6.8, or with the consent of the Lenders required under Section 10.6; and (ii) the security interest in favor of the Secured Parties in any Property constituting Collateral upon the sale or other disposition of such Property to any Person (other than a Loan Party), provided that such sale or other disposition is permitted by this Agreement, or with the consent of the Lenders required under Section 10.6; provided that, prior to such release, Borrower shall deliver an Officer’s Certificate to Administrative Agent (x) stating that the Property or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (y) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Administrative Agent may rely conclusively on such Officer’s Certificate and shall, upon receipt thereof, execute and deliver such instruments as may be reasonably requested by Borrower and necessary to evidence the releases of such guarantees and security interest, at Borrower’s expense. (b) Upon the payment in full of all Obligations (other than Unasserted Obligations and Obligations under Secured Hedge Agreements), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (or the Cash Collateralization thereof), the security interest granted under the Pledge and Security Agreement and each other Collateral Document (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, whether or not on the date of such release there may be any Obligations in respect of any Secured Hedge Agreements or any Unasserted Obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon any such termination Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the Loan Parties such documents as Borrower shall reasonably request to evidence the repayment of the Obligations and such termination. (c) For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner required by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements, solely in its capacity as such, at any time when Administrative Agent has not been notified of a claim for payments owing under such Secured Hedge Agreement.

Release of Security Interest or Guaranty. Upon (a) Each Lender and each Issuing Lender hereby consents to the automatic release and hereby directs the applicable Agent to release the following: (i) the guaranty by any Subsidiary of Borrower of the Obligations if all of the Capital Stock of such Subsidiary owned by the Loan Parties is sold or otherwise disposed of in a transaction permitted hereunder if, after giving effect to such proposed sale or other dispositiondisposition of any Collateral to any Person (other than an Affiliate of Company) that is permitted by this Agreement or to which Requisite Lenders have otherwise consented, such Subsidiary would not have been required to guaranty any Obligations pursuant to Section 6.8, or with the consent of the Lenders required under Section 10.6; and (iib) the security interest in favor of the Secured Parties in any Property constituting Collateral upon the sale or other disposition of such Property all of the Equity Interests of a Subsidiary Guarantor to any Person (other than a Loan Party), provided an Affiliate of Company) that such sale or other disposition is permitted by this AgreementAgreement or to which Requisite Lenders have otherwise consented or (c) the permitted designation of a HUD Subsidiary under subsection 7.3(xii), for which a Loan Party desires to obtain a security interest release or with the consent a release of the Lenders required under Section 10.6; provided thatSubsidiary Guaranty from Collateral Agent, prior to such release, Borrower Loan Party shall deliver an Officer’s Certificate to Administrative Agent (xi) stating that the Property Collateral or the Capital Stock Equity Interests subject to such disposition or such designation, as the case may be, is being sold or otherwise disposed of or designated in compliance with the terms hereof and (yii) specifying the Collateral or Capital Stock Equity Interests being sold or otherwise disposed of or the identity of the Subsidiary so designated in the proposed transaction. Administrative Upon the receipt of such Officer’s Certificate, Collateral Agent may rely conclusively on shall, at such Loan Party’s expense, so long as Collateral Agent (a) has no reason to believe that the facts stated in such Officer’s Certificate are not true and shallcorrect and (b) (x) if the sale or other disposition of such item of Collateral or Equity Interests constitutes an Asset Sale, upon receipt thereofshall have received evidence reasonably satisfactory to it that arrangements reasonably satisfactory to it have been made for delivery of the Net Asset Sale Proceeds if and as required by subsection 2.4 and (y) in the case of a designation of a HUD Subsidiary, shall have received evidence reasonably satisfactory to it that arrangements reasonably satisfactory to it have been made for delivery of the Net Indebtedness Proceeds required by subsection 2.4, execute and deliver such instruments releases of its security interest in such Collateral or such Subsidiary Guaranty, as may be reasonably requested by Borrower and necessary such Loan Party (it being understood that, in the case of the designation of a HUD Subsidiary, Collateral Agent shall not be required to evidence release the releases Lien in the Equity Interests of such guarantees and security interest, at Borrower’s expenseHUD Subsidiary). (b) Upon the payment in full of all Obligations (other than Unasserted Obligations and Obligations under Secured Hedge Agreements), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (or the Cash Collateralization thereof), the security interest granted under the Pledge and Security Agreement and each other Collateral Document (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, whether or not on the date of such release there may be any Obligations in respect of any Secured Hedge Agreements or any Unasserted Obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon any such termination Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the Loan Parties such documents as Borrower shall reasonably request to evidence the repayment of the Obligations and such termination. (c) For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner required by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements, solely in its capacity as such, at any time when Administrative Agent has not been notified of a claim for payments owing under such Secured Hedge Agreement.

Release of Security Interest or Guaranty. A. Upon the proposed sale or other disposition of any Collateral to any Person (aother than an Affiliate of Company) Each Lender and each Issuing Lender hereby consents that is permitted by this Agreement or to which Requisite Lenders have otherwise consented, or the automatic release and hereby directs the applicable Agent to release the following: (i) the guaranty by any Subsidiary sale or other disposition of Borrower of the Obligations if all of the Capital Stock of such a Subsidiary owned by the Loan Parties is sold or otherwise disposed of in a transaction permitted hereunder if, after giving effect to such sale or other disposition, such Subsidiary would not have been required to guaranty any Obligations pursuant to Section 6.8, or with the consent of the Lenders required under Section 10.6; and (ii) the security interest in favor of the Secured Parties in any Property constituting Collateral upon the sale or other disposition of such Property Guarantor to any Person (other than an Affiliate of Company) pursuant to a Loan Party), provided that such sale or other disposition dispositions that is permitted by this Agreementhereunder or to which Requisite Lenders have otherwise consented or in the event Company provides written notice to Administrative Agent that any Subsidiary Guarantor is no longer a Material Domestic Subsidiary or a Domestic Subsidiary required to execute the Subsidiary Guaranty, for which a Loan Party desires to obtain a security interest release or with the consent a release of the Lenders required under Section 10.6; provided thatSubsidiary Guaranty from Administrative Agent, prior to such release, Borrower Loan Party shall deliver an Officer’s Certificate to Administrative Agent (xi) stating that the Property or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and or (yii) specifying stating that such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or a Domestic Subsidiary required to execute the Collateral or Capital Stock being sold or otherwise disposed Subsidiary Guaranty. Upon the receipt of in the proposed transaction. such Officer’s Certificate, Administrative Agent may rely conclusively on shall, at such Loan Party’s expense, so long as Administrative Agent has no reason to believe that the facts stated in such Officer’s Certificate are not true and shall, upon receipt thereofcorrect, execute and deliver such instruments releases of its security interest in such Capital Stock or such Subsidiary Guaranty, as may be reasonably requested by Borrower and necessary to evidence such Loan Party. B. In the releases of such guarantees and security interestevent that, at Borrower’s expense. (b) Upon the payment in full of all Obligations (other than Unasserted Obligations and Obligations under Secured Hedge Agreements)any time, the cancellation or termination of the Commitments Company Debt Rating is higher than Ba2 from Xxxxx’x and the cancellation or expiration of all outstanding Letters of Credit (or the Cash Collateralization thereof)higher than BB from S&P, the security interest granted under the Pledge and Security Agreement and each other Collateral Document (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, whether or not on the date of such release there may be any Obligations in respect of any Secured Hedge Agreements or any Unasserted Obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon any such termination Administrative Agent willshall, at the Loan Parties’ Company’s expense, execute and deliver to such releases of its security interest in all Collateral, other than the Loan Parties such documents as Borrower shall reasonably request to evidence the repayment of the Obligations and such termination. (c) For the avoidance of doubt, no release of Pledged Collateral or Guarantors effected in the manner required by this Agreement shall require the consent respect of any holder Capital Stock of obligations under Secured Hedge Agreementsany Subsidiary Guarantor, solely in its capacity as suchmay be reasonably requested by such Loan Party. Notwithstanding any such release, at Company shall comply with the provisions of subsection 6.7 with respect to any time when Administrative Agent has not been notified Collateral Pledge Period that occurs following such release. Table of a claim for payments owing under such Secured Hedge Agreement.Contents

Release of Security Interest or Guaranty. (a) Each Lender and each Issuing Lender hereby consents to Upon the automatic release and hereby directs the applicable Agent to release the following: (i) the guaranty by any Subsidiary of Borrower of the Obligations if all of the Capital Stock of such Subsidiary owned by the Loan Parties is sold or otherwise disposed of in a transaction permitted hereunder if, after giving effect to such proposed sale or other dispositiondisposition of any Collateral to any Person (other than an Affiliate of the Borrower) that is permitted by this Agreement or to which the Lenders or the Required Lenders, such Subsidiary would not as applicable, have been required to guaranty any Obligations pursuant to Section 6.8otherwise consented, or with the consent of the Lenders required under Section 10.6; and (ii) the security interest in favor of the Secured Parties in any Property constituting Collateral upon the sale or other disposition of such Property all of the Equity Interests of a Guarantor to any Person (other than a Loan Party), provided an Affiliate of the Borrower) that such sale or other disposition is permitted by this AgreementAgreement or to which the Lenders or the Required Lenders, as applicable, have otherwise consented, for which a Loan Party desires to obtain a security interest release or with the consent a release of the Lenders required under Section 10.6; provided thatGuaranty from the Administrative Agent, prior to such release, Borrower Loan Party shall deliver an Officer’s Certificate to Administrative Agent a certificate signed by a Responsible Officer (xa) stating that the Property Collateral or the Capital Stock Equity Interests subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (yb) specifying the Collateral or Capital Stock Equity Interests being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such certificate, the Administrative Agent may rely conclusively on such Officer’s Certificate and shall, upon receipt thereofat such Loan Party's expense, so long as the Administrative Agent has no reason to believe that the facts stated in such certificate are not true and correct, execute and deliver such instruments releases of its security interest in such Collateral or such Guaranty, as may be reasonably requested by Borrower and necessary to evidence the releases of such guarantees and security interest, at Borrower’s expenseLoan Party. (b) Upon In the payment in full event that any Subsidiary that was a Material Subsidiary ceases to be a Material Subsidiary as of all Obligations (other than Unasserted Obligations the first Business Day of any fiscal quarter, so long as no Default shall have occurred and Obligations under Secured Hedge Agreements)be continuing, the cancellation or termination Administrative Agent shall, as of the Commitments first Business Day of such fiscal quarter, be deemed to have released the Guaranty and the cancellation or expiration of all outstanding Letters of Credit (or the Cash Collateralization thereof), the any security interest granted under the Pledge and Security Agreement and each other in any Collateral Document (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, whether or not on the date Equity Interests of such release there may be any Obligations in respect of any Secured Hedge Agreements or any Unasserted ObligationsSubsidiary. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon any such termination The Administrative Agent willshall, at the Loan Parties’ such Subsidiary's expense, execute and deliver to the Loan Parties such documents as Borrower shall reasonably request to evidence the repayment releases of the Obligations and its security interest in such termination. (c) For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner required such Guaranty, as may be reasonably requested by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements, solely in its capacity as such, at any time when Administrative Agent has not been notified of a claim for payments owing under such Secured Hedge AgreementSubsidiary.

Release of Security Interest or Guaranty. Upon (a) Each Lender and each Issuing Lender hereby consents to the automatic release and hereby directs the applicable Agent to release the following: (i) the guaranty by any Subsidiary of Borrower of the Obligations if all of the Capital Stock of such Subsidiary owned by the Loan Parties is sold or otherwise disposed of in a transaction permitted hereunder if, after giving effect to such proposed sale or other dispositiondisposition of any Collateral to any Person (other than an Affiliate of Company) that is permitted by this Agreement or to which Requisite Lenders have otherwise consented, such Subsidiary would not have been required to guaranty any Obligations pursuant to Section 6.8, or with the consent of the Lenders required under Section 10.6; and (iib) the security interest in favor of the Secured Parties in any Property constituting Collateral upon the sale or other disposition of such Property all of the Equity Interests of a Subsidiary Guarantor to any Person (other than a Loan Party), provided an Affiliate of Company) that such sale or other disposition is permitted by this AgreementAgreement or to which Requisite Lenders have otherwise consented or (c) the permitted designation of a HUD Subsidiary under subsection 7.3B, for which a Loan Party desires to obtain a security interest release or with the consent a release of the Lenders required under Section 10.6; provided thatSubsidiary Guaranty from Collateral Agent, prior to such release, Borrower Loan Party shall deliver an Officer’s Certificate to Administrative Agent (xi) stating that the Property Collateral or the Capital Stock Equity Interests subject to such disposition or such designation, as the case may be, is being sold or otherwise disposed of or designated in compliance with the terms hereof and (yii) specifying the Collateral or Capital Stock Equity Interests being sold or otherwise disposed of or the identity of the Subsidiary so designated in the proposed transaction. Administrative Upon the receipt of such Officer’s Certificate, Collateral Agent may rely conclusively on shall, at such Loan Party’s expense, so long as Collateral Agent (a) has no reason to believe that the facts stated in such Officer’s Certificate are not true and shallcorrect and (b) (x) if the sale or other disposition of such item of Collateral or Equity Interests constitutes an Asset Sale, upon receipt thereofshall have received evidence reasonably satisfactory to it that arrangements reasonably satisfactory to it have been made for delivery of the Net Asset Sale Proceeds if and as required by subsection 2.4 and (y) in the case of a designation of a HUD Subsidiary, shall have received evidence reasonably satisfactory to it that arrangements reasonably satisfactory to it have been made for delivery of the Net Indebtedness Proceeds required by subsection 2.4, execute and deliver such instruments releases of its security interest in such Collateral or such Subsidiary Guaranty, as may be reasonably requested by Borrower and necessary such Loan Party (it being understood that, in the case of the designation of a HUD Subsidiary, Collateral Agent shall not be required to evidence release the releases Lien in the Equity Interests of such guarantees and security interest, at Borrower’s expenseHUD Subsidiary). (b) Upon the payment in full of all Obligations (other than Unasserted Obligations and Obligations under Secured Hedge Agreements), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (or the Cash Collateralization thereof), the security interest granted under the Pledge and Security Agreement and each other Collateral Document (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, whether or not on the date of such release there may be any Obligations in respect of any Secured Hedge Agreements or any Unasserted Obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon any such termination Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the Loan Parties such documents as Borrower shall reasonably request to evidence the repayment of the Obligations and such termination. (c) For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner required by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements, solely in its capacity as such, at any time when Administrative Agent has not been notified of a claim for payments owing under such Secured Hedge Agreement.

Release of Security Interest or Guaranty. (a) Each Lender and each Issuing Lender hereby consents Upon the proposed sale or other disposition of any Collateral that is permitted by this Agreement or to which Requisite Lenders have otherwise consented, or the automatic release and hereby directs the applicable Agent to release the following: (i) the guaranty by any Subsidiary sale or other disposition of Borrower of the Obligations if all of the Capital Stock of such a Subsidiary owned by the Loan Parties is sold or otherwise disposed of in a transaction permitted hereunder if, after giving effect to such sale or other disposition, such Subsidiary would not have been required to guaranty any Obligations pursuant to Section 6.8, or with the consent of the Lenders required under Section 10.6; and (ii) the security interest in favor of the Secured Parties in any Property constituting Collateral upon the sale or other disposition of such Property Guarantor to any Person (other than a Loan Party), provided that such sale or other disposition is an Affiliate of Borrower) permitted by this AgreementAgreement or to which Requisite Lenders have otherwise consented, for which a Loan Party desires to obtain a security interest release or with the consent a release of the Lenders required under Section 10.6; provided thatSubsidiary Guaranty from Administrative Agent, prior to such release, Borrower Loan Party shall deliver an Officer’s Certificate to Administrative Agent (xi) stating that the Property Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (yii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Certificate, Administrative Agent may rely conclusively on shall, at such Loan Party’s expense, so long as Administrative Agent has no reason to believe that the facts stated in such Officer’s Certificate are not true and shall, upon receipt thereofcorrect, execute and deliver such instruments releases of its security interest in such Collateral or such Subsidiary Guaranty, as may be reasonably requested by Borrower and necessary to evidence the releases of such guarantees and security interest, at Borrower’s expenseLoan Party. (b) Upon the payment in full of all Obligations (other than Unasserted Obligations and Obligations under Secured Hedge Agreements)this Agreement becoming effective, the cancellation or termination of the Commitments each Lender and the cancellation or expiration of Administrative Agent agrees that all outstanding Letters of Credit (or the Cash Collateralization thereof), the security interest Liens granted under the Foreign Collateral Documents (excluding the Foreign Pledge Agreements) and Security Agreement and each other Collateral Document (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Foreign Intercompany Collateral shall revert to be released, and the applicable Loan Party, whether or not on the date of such release there may be any Obligations in respect of any Secured Hedge Agreements or any Unasserted Obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon any such termination Administrative Agent will, at the Loan Parties’ expense, shall promptly execute and deliver to Borrower, at its request and expense, such documents, instruments or releases (all of which shall be prepared by the Loan Parties such documents Borrower, without recourse or warranty to the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent) as the Borrower shall may reasonably request to evidence the repayment termination of all instruments of record in favor of the Obligations and such termination. (c) For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner required by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements, solely in its capacity as such, at any time when Administrative Agent has not been notified of a claim for payments owing under such Secured Hedge Agreementand the Lenders.

Release of Security Interest or Guaranty. A. Upon the proposed sale or other disposition of any Collateral to any Person (aother than an Affiliate of Company) Each Lender and each Issuing Lender hereby consents that is permitted by this Agreement or to which Requisite Lenders have otherwise consented, or the automatic release and hereby directs the applicable Agent to release the following: (i) the guaranty by any Subsidiary sale or other disposition of Borrower of the Obligations if all of the Capital Stock of such a Subsidiary owned by the Loan Parties is sold or otherwise disposed of in a transaction permitted hereunder if, after giving effect to such sale or other disposition, such Subsidiary would not have been required to guaranty any Obligations pursuant to Section 6.8, or with the consent of the Lenders required under Section 10.6; and (ii) the security interest in favor of the Secured Parties in any Property constituting Collateral upon the sale or other disposition of such Property Guarantor to any Person (other than an Affiliate of Company) pursuant to a Loan Party), provided that such sale or other disposition dispositions that is permitted by this Agreementhereunder or to which Requisite Lenders have otherwise consented or in the event Company provides written notice to Administrative Agent that any Subsidiary Guarantor is no longer a Material Domestic Subsidiary or a Domestic Subsidiary required to execute the Subsidiary Guaranty, for which a Loan Party desires to obtain a security interest release or with the consent a release of the Lenders required under Section 10.6; provided thatSubsidiary Guaranty from Administrative Agent, prior to such release, Borrower Loan Party shall deliver an Officer’s Certificate to Administrative Agent (xi) stating that the Property or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and or (yii) specifying stating that such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or a Domestic Subsidiary required to execute the Collateral or Capital Stock being sold or otherwise disposed Subsidiary Guaranty. Upon the receipt of in the proposed transaction. such Officer’s Certificate, Administrative Agent may rely conclusively on shall, at such Loan Party’s expense, so long as Administrative Agent has no reason to believe that the facts stated in such Officer’s Certificate are not true and shall, upon receipt thereofcorrect, execute and deliver such instruments releases of its security interest in such Capital Stock or such Subsidiary Guaranty, as may be reasonably requested by Borrower and necessary to evidence such Loan Party. B. In the releases of such guarantees and security interestevent that, at Borrower’s expense. (b) Upon the payment in full of all Obligations (other than Unasserted Obligations and Obligations under Secured Hedge Agreements)any time, the cancellation or termination of the Commitments Company Debt Rating is higher than Ba2 from Xxxxx’x and the cancellation or expiration of all outstanding Letters of Credit (or the Cash Collateralization thereof)higher than BB from S&P, the security interest granted under the Pledge and Security Agreement and each other Collateral Document (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, whether or not on the date of such release there may be any Obligations in respect of any Secured Hedge Agreements or any Unasserted Obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon any such termination Administrative Agent willshall, at the Loan Parties’ Company’s expense, execute and deliver to such releases of its security interest in all Collateral, other than the Loan Parties such documents as Borrower shall reasonably request to evidence the repayment of the Obligations and such termination. (c) For the avoidance of doubt, no release of Pledged Collateral or Guarantors effected in the manner required by this Agreement shall require the consent respect of any holder Capital Stock of obligations under Secured Hedge Agreementsany Subsidiary Guarantor, solely in its capacity as suchmay be reasonably requested by such Loan Party. Notwithstanding any such release, at Company shall comply with the provisions of subsection 6.7 with respect to any time when Administrative Agent has not been notified of a claim for payments owing under Collateral Pledge Period that occurs following such Secured Hedge Agreementrelease.

Release of Security Interest or Guaranty. (a) Each Lender and each Issuing Lender hereby consents to the automatic release and hereby directs the applicable Agent to release the following: Upon (i) the guaranty proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Borrower) that is permitted by any Subsidiary this Agreement or to which Requisite Lenders (or such greater number of Borrower Lenders as may be required pursuant to Section 10.6) have otherwise consented, or (ii) the sale or other disposition of the Obligations if all of the Capital Stock of such a Subsidiary owned by the Loan Parties is sold or otherwise disposed of in a transaction permitted hereunder if, after giving effect to such sale or other disposition, such Subsidiary would not have been required to guaranty any Obligations pursuant to Section 6.8, or with the consent of the Lenders required under Section 10.6; and (ii) the security interest in favor of the Secured Parties in any Property constituting Collateral upon the sale or other disposition of such Property Guarantor to any Person (other than a Loan Party), provided an Affiliate of Borrower) that such sale or other disposition is permitted by this AgreementAgreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to Section 10.6) have otherwise consented, for which a Loan Party desires to obtain a security interest release or with the consent a release of the Lenders required under Section 10.6; provided thatSubsidiary Guaranty from Administrative Agent, prior to such release, Borrower Loan Party shall deliver an Officer’s Certificate to Administrative Agent (xia) stating that the Property Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (yiib) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon (I) the receipt of such Officer’s Certificate, Administrative Agent may rely conclusively on shall, at such Loan Party’s expense, so long as Administrative Agent (ax) has no reason to believe that the facts stated in such Officer’s Certificate are not true and correct and (by), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to it have been made for delivery of the Net Asset Sale Proceeds if and as required by subsection 2.4 or (II) the designation of any Subsidiary as an Unrestricted Subsidiary in compliance with the requirements set forth in the definition of “Unrestricted Subsidiary”, Administrative Agent shall, upon receipt thereofat such Loan Party’s expense, execute and deliver such instruments releases of its security interest in such Collateral or such Subsidiary Guaranty, as may be reasonably requested by Borrower and necessary to evidence the releases of such guarantees and security interest, at Borrower’s expense. (b) Upon the payment in full of all Obligations (other than Unasserted Obligations and Obligations under Secured Hedge Agreements), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (or the Cash Collateralization thereof), the security interest granted under the Pledge and Security Agreement and each other Collateral Document (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, whether or not on the date of such release there may be any Obligations in respect of any Secured Hedge Agreements or any Unasserted Obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon any such termination Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the Loan Parties such documents as Borrower shall reasonably request to evidence the repayment of the Obligations and such termination. (c) For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner required by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements, solely in its capacity as such, at any time when Administrative Agent has not been notified of a claim for payments owing under such Secured Hedge Agreement.

Release of Security Interest or Guaranty. (a) Each Lender and each Issuing Lender hereby consents to the automatic release and hereby directs the applicable Agent to release the following: (i) the guaranty by any Subsidiary of Borrower of the Obligations if all of the Capital Stock of such Subsidiary owned by the Loan Parties is sold or otherwise disposed of in a transaction permitted hereunder if, after giving effect to such sale or other disposition, such Subsidiary would not have been required to guaranty any Obligations pursuant to Section 6.8, or with the consent of the Lenders required under Section 10.6; and (ii) the security interest in favor of the Secured Parties in any Property constituting Collateral upon Upon the sale or other disposition of such Property any Collateral to any Person (other than a Loan Party)) that is permitted by this Agreement or to which Requisite Lenders have otherwise consented, provided or the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to any Person (other than a Loan Party) that is permitted by this Agreement or to which Requisite Lenders have otherwise consented or the designation of any Subsidiary Guarantor or Restricted Subsidiary as an Unrestricted Subsidiary, Administrative Agent’s security interest in such Collateral or the Guaranty of such Subsidiary Guarantor and all Liens granted by such Subsidiary Guarantor and Liens on the Capital Stock of such Subsidiary Guarantor or Restricted Subsidiary, as applicable, shall be automatically released without any further act or action by Administrative Agent or the Lenders simultaneously with the consummation of such sale or other disposition. Upon the sale or other disposition of any Collateral to any Person (other than a Loan Party) that is permitted by this Agreementsubsection 7.7(iv) or (v) or for which Requisite Lender consent is required, or with the consent of the Lenders required under Section 10.6; provided that, prior to such release, Borrower Company shall deliver to Administrative Agent an Officer’s Certificate (i) specifying the Collateral or Capital Stock to Administrative Agent be sold or otherwise disposed of in the proposed transaction and (xii) stating that the Property Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with such subsections or requesting the terms hereof consent of Requisite Lenders to such sale. If a Loan Party desires additional evidence of the release referenced in this subsection 10.14, upon delivery to Administrative of the Officer’s Certificate referenced in the preceding sentence, Administrative Agent shall, at such Loan Party’s expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s Certificate are not true and correct and (y) specifying b), if the sale or other disposition of such item of Collateral or Capital Stock being sold or otherwise disposed constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to it have been made for delivery of in the proposed transaction. Administrative Agent may rely conclusively on such Officer’s Certificate Net Asset Sale Proceeds if and shall, upon receipt thereofas required by subsection 2.4, execute and deliver such instruments releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Borrower and necessary to evidence the releases of such guarantees and security interest, at Borrower’s expense. (b) Upon the payment in full of all Obligations (other than Unasserted Obligations and Obligations under Secured Hedge Agreements), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (or the Cash Collateralization thereof), the security interest granted under the Pledge and Security Agreement and each other Collateral Document (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, whether or not on the date of such release there may be any Obligations in respect of any Secured Hedge Agreements or any Unasserted Obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon any such termination Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the Loan Parties such documents as Borrower shall reasonably request to evidence the repayment of the Obligations and such termination. (c) For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner required by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements, solely in its capacity as such, at any time when Administrative Agent has not been notified of a claim for payments owing under such Secured Hedge Agreement.

Release of Security Interest or Guaranty. Upon the proposed sale or other disposition of any Collateral to any Person (aother than an Affiliate of Borrower) Each Lender and each Issuing Lender hereby consents that is permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to Section 10.6) have otherwise consented, or the automatic release and hereby directs the applicable Agent to release the following: (i) the guaranty by any Subsidiary sale or other disposition of Borrower of the Obligations if all of the Capital Stock of such a Subsidiary owned by the Loan Parties is sold or otherwise disposed of in a transaction permitted hereunder if, after giving effect to such sale or other disposition, such Subsidiary would not have been required to guaranty any Obligations pursuant to Section 6.8, or with the consent of the Lenders required under Section 10.6; and (ii) the security interest in favor of the Secured Parties in any Property constituting Collateral upon the sale or other disposition of such Property Guarantor to any Person (other than a Loan Party), provided an Affiliate of Borrower) that such sale or other disposition is permitted by this AgreementAgreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to Section 10.6) have otherwise consented, for which a Loan Party desires to obtain a security interest release or with the consent a release of the Lenders required under Section 10.6; provided thatSubsidiary Guaranty from Administrative Agent, prior to such release, Borrower Loan Party shall deliver an Officer’s Certificate to Administrative Agent (xi) stating that the Property Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (yii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Certificate, Administrative Agent may rely conclusively on shall, at such Loan Party’s expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s Certificate are not true and shallcorrect and (b), upon receipt thereofif the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received 158 evidence satisfactory to it that arrangements satisfactory to it have been made for delivery of the Net Asset Sale Proceeds if and as required by subsection 2.4, execute and deliver such instruments releases of its security interest in such Collateral or such Subsidiary Guaranty, as may be reasonably requested by Borrower and necessary to evidence the releases of such guarantees and security interest, at Borrower’s expense. (b) Upon the payment in full of all Obligations (other than Unasserted Obligations and Obligations under Secured Hedge Agreements), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (or the Cash Collateralization thereof), the security interest granted under the Pledge and Security Agreement and each other Collateral Document (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, whether or not on the date of such release there may be any Obligations in respect of any Secured Hedge Agreements or any Unasserted Obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon any such termination Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the Loan Parties such documents as Borrower shall reasonably request to evidence the repayment of the Obligations and such termination. (c) For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner required by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements, solely in its capacity as such, at any time when Administrative Agent has not been notified of a claim for payments owing under such Secured Hedge Agreement.

Release of Security Interest or Guaranty. (a) Each Lender and each Issuing Lender hereby consents to A. Upon the automatic release and hereby directs the applicable Agent to release the following: (i) the guaranty by any Subsidiary proposed sale or other disposition of Borrower of the Obligations if all of the Capital Stock of such a Subsidiary owned by the Loan Parties is sold or otherwise disposed of in a transaction permitted hereunder if, after giving effect to such sale or other disposition, such Subsidiary would not have been required to guaranty any Obligations pursuant to Section 6.8, or with the consent of the Lenders required under Section 10.6; and (ii) the security interest in favor of the Secured Parties in any Property constituting Collateral upon the sale or other disposition of such Property Guarantor to any Person (other than an Affiliate of Company) pursuant to a Loan Party), provided that such sale or other disposition dispositions that is permitted by this Agreementhereunder or to which Requisite Lenders have otherwise consented or in the event Company provides written notice to Administrative Agent that any Subsidiary Guarantor is no longer a Material Domestic Subsidiary or a Domestic Subsidiary required to execute the Subsidiary Guaranty, for which a Loan Party desires to obtain a security interest release or with the consent a release of the Lenders required under Section 10.6; provided thatSubsidiary Guaranty from Administrative Agent, prior to such release, Borrower Loan Party shall deliver an Officer’s Certificate to Administrative Agent (xi) stating that the Property or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and or (yii) specifying stating that such Subsidiary Guarantor is no longer a Material Domestic Subsidiary. Upon the Collateral or Capital Stock being sold or otherwise disposed receipt of in the proposed transaction. such Officer’s Certificate, Administrative Agent may rely conclusively on shall, at such Loan Party’s expense, so long as Administrative Agent has no reason to believe that the facts stated in such Officer’s Certificate are not true and shall, upon receipt thereofcorrect, execute and deliver such instruments releases of its security interest in such Capital Stock or such Subsidiary Guaranty, as may be reasonably requested by Borrower and necessary to evidence such Loan Party. B. In the releases of such guarantees and security interestevent that, at Borrower’s expense. (b) Upon the payment in full of all Obligations (other than Unasserted Obligations and Obligations under Secured Hedge Agreements)any time, the cancellation or termination of the Commitments Company Debt Rating is higher than Ba2 from Mxxxx’x and the cancellation or expiration of all outstanding Letters of Credit (or the Cash Collateralization thereof)higher than BB from S&P but lower than Baa3 from Mxxxx’x and lower than BBB- from S&P, the security interest granted under the Pledge and Security Agreement and each other Collateral Document (other than with respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to the Collateral shall revert to the applicable Loan Party, whether or not on the date of such release there may be any Obligations in respect of any Secured Hedge Agreements or any Unasserted Obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon any such termination Administrative Agent willshall, at the Loan Parties’ Company’s expense, execute and deliver to such releases of its security interest in all Collateral, other than the Pledged Collateral, as may be reasonably requested by such Loan Parties such documents as Borrower shall reasonably request to evidence the repayment of the Obligations and such termination. (c) For the avoidance of doubtParty. In addition, no release of Collateral or Guarantors effected in the manner required by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements, solely in its capacity as suchevent that, at any time when time, the Company Debt Rating is at least Baa3 from Mxxxx’x and at least BBB- from S&P, Administrative Agent has not been notified shall, at Company’s expense, execute and deliver such releases of a claim for payments owing under its security interest in all Collateral as may be reasonably requested by such Secured Hedge AgreementLoan Party. Notwithstanding any such release, Company shall comply with the provisions of subsection 6.7B or subsection 6.7C with respect to any Stock Pledge Period or Collateral Pledge Period that occurs following such release.