Common use of Release of Subsidiary Loan Parties and Collateral Clause in Contracts

Release of Subsidiary Loan Parties and Collateral. (a) Notwithstanding any contrary provision herein or in any other Loan Document, if Level 3 shall request the release under any Security Document of (i) any of its Subsidiaries (other than the Borrower or Level 3 LLC) or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Subsidiary (other than the Borrower or Level 3 LLC) owning any such Subsidiary or Collateral) to a Person other than Level 3 or a Subsidiary of Level 3 in a transaction permitted under the terms of this Agreement (including to the extent permitted by Section 6.07, 6.08 or 6.10), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(ii) or (iii) any Property that is to become subject to any Lien permitted to be Incurred under Section 6.05(ii)(3) or (4), and shall deliver to the Collateral Agent a certificate to the effect that such sale or other disposition and the application of the proceeds thereof will comply with the terms of this Agreement and that no Event of Default shall have occurred and be continuing, the Collateral Agent, if satisfied that the applicable certificate is correct, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), shall, unless an Event of Default has occurred and is continuing, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Subsidiary or such Collateral substantially simultaneously with or at any time after the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Agent and shall not require the consent of any Lender. The Collateral Agent shall execute and deliver all such releases, termination statements or other instruments, and take all such further actions, as shall be necessary to effectuate or confirm any release of Collateral required by this paragraph.

Release of Subsidiary Loan Parties and Collateral. (a) Notwithstanding any contrary provision herein or in any other Loan Document, (i) upon (A) any sale or other transfer in the ordinary course of business by the Borrower or any Restricted Subsidiary of any Collateral consisting of inventory or used, surplus, obsolete or outmoded machinery or equipment, in accordance with this Agreement, (B) the distribution of any Collateral to a Person other than the Borrower or a Restricted Subsidiary in connection with the dissolution of any Restricted Subsidiary, in accordance with this Agreement, (C) in the case of any Collateral consisting of the Equity Interests in any Restricted Subsidiary, the dissolution of such Restricted Subsidiary in accordance with this Agreement or (D) the effectiveness of any written consent (pursuant to Section 9.02) to the release of all or any portion of the security interest granted in any Collateral, the security interest in such Collateral shall automatically be released and (ii) if Level 3 the Borrower shall request the release under the Collateral and Guarantee Agreement or any other Security Document of (iA) any of its Subsidiaries (other than the Borrower or Level 3 LLC) Restricted Subsidiary or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Restricted Subsidiary (other than the Borrower or Level 3 LLC) owning any such Restricted Subsidiary or CollateralCollateral or resulting from the dissolution of a Restricted Subsidiary) to a Person other than Level 3 the Borrower or a Restricted Subsidiary of Level 3 in a transaction permitted under the terms of this Agreement and not described in the immediately preceding clause (including to the extent permitted by Section 6.07, 6.08 or 6.10), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(iii) or (iiiB) any Property that is to become subject to Restricted Subsidiary, and any Lien permitted Collateral provided by such Restricted Subsidiary, to be Incurred under Section 6.05(ii)(3) dissolved or (4)designated an Excluded Subsidiary or an Unrestricted Subsidiary in accordance with this Agreement, and the Borrower shall deliver to the Collateral Administrative Agent a certificate executed by a Financial Officer to the effect that such dissolution, designation, sale or other disposition and the application of the proceeds thereof (if any) will comply with the terms of this Agreement and that no Event of Default shall have occurred and be continuing, the Collateral Agent, if satisfied that the applicable certificate is correctAgreement, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), Administrative Agent shall, unless an Event without the consent of Default has occurred and is continuingany Lender, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Restricted Subsidiary or such Collateral substantially simultaneously with or at any time after such designation or the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Administrative Agent and shall not require the consent of any Lender. The Collateral Administrative Agent shall execute and deliver all such instruments, releases, termination financing statements or other instrumentsagreements, and take all such further actions, as shall be necessary to effectuate or confirm any the release of a Restricted Subsidiary or Collateral required by this paragraph.

Release of Subsidiary Loan Parties and Collateral. (a) Notwithstanding any contrary provision herein or in any other Loan Document, if Level 3 shall request the release under any Security Document of (i) any of its Subsidiaries (other than the Borrower or Level 3 LLC) or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Subsidiary (other than the Borrower or Level 3 LLC) owning any such Subsidiary or Collateral) to a Person other than Level 3 or a Subsidiary of Level 3 in a transaction permitted under the terms of this Agreement (including to the extent permitted by Section 6.07, 6.08 or 6.10), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(ii) or (iii) any Property that is to become subject to any Lien permitted to be Incurred under Section 6.05(ii)(3) or (4), and 152 shall deliver to the Collateral Agent a certificate to the effect that such sale or other disposition and the application of the proceeds thereof will comply with the terms of this Agreement and that no Event of Default shall have occurred and be continuing, the Collateral Agent, if satisfied that the applicable certificate is correct, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), shall, unless an Event of Default has occurred and is continuing, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Subsidiary or such Collateral substantially simultaneously with or at any time after the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Agent and shall not require the consent of any Lender. The Collateral Agent shall execute and deliver all such releases, termination statements or other instruments, and take all such further actions, as shall be necessary to effectuate or confirm any release of Collateral required by this paragraph.

Release of Subsidiary Loan Parties and Collateral. (ai) Notwithstanding any contrary provision herein or in any other Loan Document, (i) upon (A) any sale or other transfer in the ordinary course of business by the Borrower or any Subsidiary of any Collateral consisting of inventory or used, surplus, obsolete or outmoded machinery or equipment, (B) the distribution of any Collateral to a Person other than the Borrower or a Subsidiary in connection with the dissolution of any Subsidiary, in each case in accordance with this Agreement, (C) in the case of any Collateral consisting of the Equity Interests in any Subsidiary, the dissolution of such Subsidiary in accordance with this Agreement or (D) the effectiveness of any written consent (pursuant to Section 9.02) to the release of all or any portion of the security interest granted in any Collateral, the security interest in such Collateral shall automatically be released and (ii) if Level 3 the Borrower shall request the release under the Collateral and Guarantee Agreement or any other Security Document of (iA) any of its Subsidiaries (other than the Borrower or Level 3 LLC) Subsidiary or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Subsidiary (other than the Borrower or Level 3 LLC) owning any such Subsidiary or CollateralCollateral or resulting from the dissolution of a Subsidiary) to a Person other than Level 3 the Borrower or a Subsidiary of Level 3 in a transaction permitted under the terms of this Agreement and not described in the immediately preceding clause (including to the extent permitted by Section 6.07, 6.08 or 6.10), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(iii) or (iiiB) any Property that is to become subject to Subsidiary, and any Lien permitted Collateral provided by such Subsidiary, to be Incurred under Section 6.05(ii)(3) or (4)dissolved in accordance with this Agreement, and the Borrower shall deliver to the Collateral Administrative Agent a certificate executed by a Financial Officer to the effect that such dissolution, sale or other disposition and the application of the proceeds thereof (if any) will comply with the terms of this Agreement Agreement, and that no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent, if satisfied that the applicable such certificate is correct, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), shall, unless an Event without the consent of Default has occurred and is continuingany Lender, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Subsidiary or such Collateral substantially simultaneously with or at any time after the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Administrative Agent and shall not require the consent of any Lender. The Collateral Administrative Agent shall execute and deliver all such instruments, releases, termination financing statements or other instrumentsagreements, and take all such further actions, as shall be necessary to effectuate or confirm any the release of a Subsidiary or Collateral required by this paragraph.

Release of Subsidiary Loan Parties and Collateral. (a) Notwithstanding any contrary provision herein or in any other Loan Document, (i) upon (A) any sale or other transfer in the ordinary course of business by the Borrower or any Subsidiary of any Collateral consisting of inventory or used, surplus, obsolete or outmoded machinery or equipment, (B) the distribution of any Collateral to a Person other than the Borrower or a Subsidiary in connection with the dissolution of any Subsidiary, in each case in accordance with this Agreement or (C) the effectiveness of any written consent (pursuant to Section 9.02) to the release of all or any portion of the security interest granted in any Collateral, the security interest in such Collateral shall automatically be released and (ii) if Level 3 the Borrower shall request the release under the Collateral and Guarantee Agreement or any other Security Document of (i) any of its Subsidiaries (other than the Borrower or Level 3 LLC) Subsidiary or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Subsidiary (other than the Borrower or Level 3 LLC) owning any such Subsidiary or CollateralCollateral or resulting from the dissolution of a Subsidiary) to a Person other than Level 3 the Borrower or a Subsidiary of Level 3 in a transaction permitted under the terms of this Agreement and not described in the immediately preceding clause (including to the extent permitted by Section 6.07, 6.08 or 6.10i), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(ii) or (iii) any Property that is to become subject to any Lien permitted to be Incurred under Section 6.05(ii)(3) or (4), and Borrower shall deliver to the Collateral Administrative Agent a certificate executed by a Financial Officer to the effect that such sale or other disposition (and any dissolution relating thereto) and the application of the proceeds thereof will comply with the terms of this Agreement Agreement, and that no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent, if satisfied that the applicable such certificate is correct, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), shall, unless an Event without the consent of Default has occurred and is continuingany Lender, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Subsidiary or such Collateral substantially simultaneously with or at any time after the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Administrative Agent and shall not require the consent of any Lender. The Collateral Administrative Agent shall execute and deliver all such instruments, releases, termination financing statements or other instrumentsagreements, and take all such further actions, as shall be necessary to effectuate or confirm any the release of a Subsidiary or Collateral required by this paragraph.

Release of Subsidiary Loan Parties and Collateral. (a) Notwithstanding any contrary provision herein or in any other Loan Document, if Level 3 shall request the release under any Security Document of (i) any of its Subsidiaries (other than the Borrower or Level 3 LLC) or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Subsidiary (other than the Borrower or Level 3 LLC) owning any such Subsidiary or Collateral) to a Person other than Level 3 or a Subsidiary of Level 3 in a transaction permitted under the terms of this Agreement (including to the extent permitted by Section 6.07, 6.08 or 6.10), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(ii) or (iii) any Property that is to become subject to any Lien permitted to be Incurred under Section 6.05(ii)(3) or (4), and shall deliver to the Collateral Agent a certificate to the effect that such sale or other disposition and the application of the proceeds thereof will comply with the terms of this Agreement and that no Event of Default shall have occurred and be continuing, the Collateral Agent, if satisfied that the applicable certificate is correct, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), shall, unless an Event of Default has occurred and is continuing, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Subsidiary or such Collateral substantially simultaneously with or at any time after the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Agent and shall not require the consent of any Lender. The Collateral Agent shall execute and deliver all such releases, termination statements or 141 other instruments, and take all such further actions, as shall be necessary to effectuate or confirm any release of Collateral required by this paragraph.

Release of Subsidiary Loan Parties and Collateral. (a%3) Notwithstanding any contrary provision herein or in any other Loan Document, (i) upon (A) any sale or other transfer in the ordinary course of business by the Borrower or any Restricted Subsidiary of any Collateral in accordance with this Agreement, (B) the distribution of any Collateral to a Person other than the Borrower or a Restricted Subsidiary in connection with the dissolution of any Restricted Subsidiary, in accordance with this Agreement, (C) in the case of any Collateral consisting of the Equity Interests in any Restricted Subsidiary, the dissolution of such Restricted Subsidiary in accordance with this Agreement, or (D) the effectiveness of any written consent (pursuant to Section 9.02) to the release of all or any portion of the security interest granted in any Collateral, the security interest in such Collateral shall automatically be released and (ii) if Level 3 the Borrower shall request the release under the Collateral and Guarantee Agreement or any other Security Document of (iA) any of its Subsidiaries (other than the Borrower or Level 3 LLC) Restricted Subsidiary or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Restricted Subsidiary (other than the Borrower or Level 3 LLC) owning any such Restricted Subsidiary or CollateralCollateral or resulting from the dissolution of a Restricted Subsidiary) to a Person other than Level 3 the Borrower or a Restricted Subsidiary of Level 3 in a transaction permitted under the terms of this Agreement and not described in the immediately preceding clause (including to the extent permitted by Section 6.07, 6.08 or 6.10), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(iii) or (iiiB) any Property that is to become subject to Restricted Subsidiary, and any Lien permitted Collateral provided by such Restricted Subsidiary, to be Incurred under Section 6.05(ii)(3) dissolved or (4)designated an Excluded Subsidiary or an Unrestricted Subsidiary in accordance with this Agreement, and the Borrower shall deliver to the Collateral Administrative Agent a certificate executed by a Financial Officer to the effect that such dissolution, designation, sale or other disposition and the application of the proceeds thereof (if any) will comply with the terms of this Agreement and that no Event of Default shall have occurred and be continuing, the Collateral Agent, if satisfied that the applicable certificate is correctAgreement, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), Administrative Agent shall, unless an Event without the consent of Default has occurred and is continuingany Lender, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Restricted Subsidiary or such Collateral substantially simultaneously with or at any time after such designation or the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Administrative Agent and shall not require the consent of any Lender. The Collateral Administrative Agent shall execute and deliver all such instruments, releases, termination financing statements or other instrumentsagreements, and take all such further actions, as shall be necessary to effectuate or confirm any the release of a Restricted Subsidiary or Collateral required by this paragraph.. 143

Release of Subsidiary Loan Parties and Collateral. (a) Notwithstanding any contrary provision herein or in any other Loan Document, if Level 3 shall request the release under any Security Document of (i) any of its Subsidiaries (other than the Borrower or Level 3 LLC) or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Subsidiary (other than the Borrower or Level 3 LLC) owning any such Subsidiary or Collateral) to a Person other than Level 3 3, the Borrower or a Subsidiary of Level 3 the Borrower in a transaction permitted under undernot prohibited by the terms of this Agreement (including to the extent permitted by Section 6.07, 6.08 or 6.10), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(ii) not prohibited by the terms of this Agreement, or any Securitization Assets transferred to a Securitization Subsidiary in connection with a Qualified Securitization Facility, or (iii) any Property that is to become subject to any Lien permitted permittednot prohibited to be Incurred under Section 6.05(ii)(3) or (4), and shall deliver to the Collateral Agent a certificate to the effect that such sale or other disposition and the application of the proceeds thereof will comply with withby the terms of this Agreement and that no Event of Default shall have occurred and be continuing, the Collateral Agent, if satisfied that the applicable certificate is correct, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), shall, unless an Event of Default has occurred and is continuing, shall execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Subsidiary or such Collateral substantially simultaneously with or at any time after the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Creditnot prohibited by this Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0Level 3, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Agent and shall not require the consent of any Lender. The Collateral Agent shall execute and deliver all such releases, termination statements or other instruments, and take all such further actions, including without limitation the filing of any Uniform Commercial Code equivalent lien release filings in respect thereof, as shall be necessary to effectuate or confirm any release of Collateral required by this paragraph. Notwithstanding the foregoing or any other provision of this Agreement or any other Loan Document, no Restricted Subsidiary that is or becomes a Grantor or Guarantor on or after the Thirteenth Amendment Effective Date shall be released from its Obligations, and no Liens created this Agreement and the other Loan Documents on the Collateral owned by such Restricted Subsidiary shall be released, solely in connection with such Restricted Subsidiary becoming a Sister Restricted Subsidiary on or after the Thirteenth Amendment Effective Date.

Release of Subsidiary Loan Parties and Collateral. (a) Notwithstanding any contrary provision herein or in any other Loan Document, if Level 3 shall request the release under any Security Document of (i) any of its Subsidiaries (other than the Borrower or Level 3 LLC) or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Subsidiary (other than the Borrower or Level 3 LLC) owning any such Subsidiary or Collateral) to a Person other than Level 3 3, the Borrower or a Subsidiary of Level 3 the Borrower in a transaction permitted under the terms of this Agreement (including to the extent permitted by Section 6.07, 6.08 or 6.10), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(ii) or (iii) any Property that is to become subject to any Lien permitted to be Incurred under Section 6.05(ii)(3) or (4), and shall deliver to the Collateral Agent a certificate to the effect that such sale or other disposition and the application of the proceeds thereof will comply with the terms of this Agreement and that no Event of Default shall have occurred and be continuing, the Collateral Agent, if satisfied that the applicable certificate is correct, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), shall, unless an Event of Default has occurred and is continuing, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Subsidiary or such Collateral substantially simultaneously with or at any time after the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Agent and shall not require the consent of any Lender. The Collateral Agent shall execute and deliver all such releases, termination statements or other instruments, and take all such further actions, as shall be necessary to effectuate or confirm any release of Collateral required by this paragraph. Notwithstanding the foregoing or any other provision of this Agreement or any other Loan Document, no Restricted Subsidiary that is or becomes a Grantor or Guarantor on or after the Thirteenth Amendment Effective Date shall be released from its Obligations, and no Liens created this Agreement and the other Loan Documents on the Collateral owned by such Restricted Subsidiary shall be released, solely in connection with such Restricted Subsidiary becoming a Sister Restricted Subsidiary on or after the Thirteenth Amendment Effective Date.

Release of Subsidiary Loan Parties and Collateral. (a) Notwithstanding any contrary provision herein or in any other Loan Document, (i) upon (A) any sale or other transfer in the ordinary course of business by the Borrower or any Restricted Subsidiary of any Collateral consisting of inventory or used, surplus, obsolete or outmoded machinery or equipment, in accordance with this Agreement, (B) the distribution of any Collateral to a Person other than the Borrower or a Restricted Subsidiary in connection with the dissolution of any Restricted Subsidiary, in accordance with this Agreement, (C) in the case of any Collateral consisting of the Equity Interests in any Restricted Subsidiary, the dissolution of such Restricted Subsidiary in accordance with this Agreement or (D) the effectiveness of any written consent (pursuant to Section 9.02) to the release of all or any portion of the security interest granted in any Collateral, the security interest in such Collateral shall automatically be released and (ii) if Level 3 the Borrower shall request the release under the Collateral and Guarantee Agreement or any other Security Document of (iA) any of its Subsidiaries (other than the Borrower or Level 3 LLC) Restricted Subsidiary or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Restricted Subsidiary (other than the Borrower or Level 3 LLC) owning any such Restricted Subsidiary or CollateralCollateral or resulting from the dissolution of a Restricted Subsidiary) to a Person other than Level 3 the Borrower or a Restricted Subsidiary of Level 3 in a transaction permitted under the terms of this Agreement and not described in the immediately preceding clause (including to the extent permitted by Section 6.07, 6.08 or 6.10), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(iii) or (iiiB) any Property that is to become subject to Restricted Subsidiary, and any Lien permitted Collateral provided by such Restricted Subsidiary, to be Incurred under Section 6.05(ii)(3) dissolved or (4)designated an Excluded Subsidiary or an Unrestricted Subsidiary in accordance with this Agreement, and the Borrower shall deliver to the Collateral Administrative Agent a certificate executed by a Financial Officer to the effect that such dissolution, designation, sale or other disposition and the application of the proceeds thereof (if any) will comply with the terms of this Agreement and that no Event of Default shall have occurred and be continuing, the Collateral Agent, if satisfied that the applicable certificate is correctAgreement, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), Administrative Agent shall, unless an Event without the consent of Default has occurred and is continuingany Lender, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Restricted Subsidiary or such Collateral substantially simultaneously with or at any time after such designation or the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Administrative Agent and shall not require the consent of any Lender. The Collateral Agent shall execute and deliver all such releases, termination statements or other instruments, and take all such further actions, as shall be necessary to effectuate or confirm any release of Collateral required by this paragraph.124

Release of Subsidiary Loan Parties and Collateral. (a) Notwithstanding any contrary provision herein or in any other Loan Document, (i) upon (A) any sale or other transfer in the ordinary course of business by the Borrower or any Restricted Subsidiary of any Collateral in accordance with this Agreement, (B) the distribution of any Collateral to a Person other than the Borrower or a Restricted Subsidiary in connection with the dissolution of any Restricted Subsidiary, in accordance with this Agreement, (C) in the case of any Collateral consisting of the Equity Interests in any Restricted Subsidiary, the dissolution of such Restricted Subsidiary in accordance with this Agreement, or (D) the effectiveness of any written consent (pursuant to Section 9.02) to the release of all or any portion of the security interest granted in any Collateral, the security interest in such Collateral shall automatically be released and (ii) if Level 3 the Borrower shall request the release under the Collateral and Guarantee Agreement or any other Security Document of (iA) any of its Subsidiaries (other than the Borrower or Level 3 LLC) Restricted Subsidiary or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Restricted Subsidiary (other than the Borrower or Level 3 LLC) owning any such Restricted Subsidiary or CollateralCollateral or resulting from the dissolution of a Restricted Subsidiary) to a Person other than Level 3 the Borrower or a Restricted Subsidiary of Level 3 in a transaction permitted under the terms of this Agreement and not described in the immediately preceding clause (including to the extent permitted by Section 6.07, 6.08 or 6.10), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(iii) or (iiiB) any Property that is to become subject to Restricted Subsidiary, and any Lien permitted Collateral provided by such Restricted Subsidiary, to be Incurred under Section 6.05(ii)(3) dissolved or (4)designated an Excluded Subsidiary or an Unrestricted Subsidiary in accordance with this Agreement, and the Borrower shall deliver to the Collateral Administrative Agent a certificate executed by a Financial Officer to the effect that such dissolution, designation, sale or other disposition and the application of the proceeds thereof (if any) will comply with the terms of this Agreement and that no Event of Default shall have occurred and be continuing, the Collateral Agent, if satisfied that the applicable certificate is correctAgreement, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), Administrative Agent shall, unless an Event without the consent of Default has occurred and is continuingany Lender, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Restricted Subsidiary or such Collateral substantially simultaneously with or at any time after such 113 designation or the completion of such sale or other disposition; provided provided, that if the Collateral any such release pursuant to preceding clause (B) in connection with a Restricted Subsidiary becoming an Excluded Subsidiary as a result of it ceasing to be sold a Wholly Owned Restricted Subsidiary pursuant to clause (d) of the definition of Excluded Subsidiary shall only be effective if (1) no Event of Default has occurred and is continuing or otherwise disposed would result therefrom, (2) at the time of is sold or otherwise disposed such release (and after giving effect thereto), all existing outstanding Indebtedness of, and existing Investments in, such Subsidiary would then be permitted to be made in accordance with the relevant provisions of by Sections 6.02 and 6.03 (for this purpose, with the Borrower being required to reclassify any such items made in reliance upon the respective Subsidiary being a Grantor in a transaction Guarantor on another basis as would be permitted by the Credit Agreement to a Person other than Level 3 such applicable Section), (and all items described above in this clause (2) shall thereafter be deemed recharacterized as provided above in this clause (2)) and (3) such Subsidiary shall not be (or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically simultaneously be released from as) a guarantor with respect to any Lien created by Refinancing Indebtedness of Indebtedness incurred under this Agreement or any other Loan Document upon with respect to the effectiveness of such sale or dispositionforegoing. Any such release shall be without recourse to, or representation or warranty by, the Collateral Administrative Agent and shall not require the consent of any Lender. The Collateral Administrative Agent shall execute and deliver all such instruments, releases, termination financing statements or other instrumentsagreements, and take all such further actions, as shall be necessary to effectuate or confirm any the release of a Restricted Subsidiary or Collateral required by this paragraph.

Release of Subsidiary Loan Parties and Collateral. (a) Notwithstanding any contrary provision herein or in any other Loan Document, (i) upon (A) any sale or other transfer in the ordinary course of business by the Borrower or any Restricted Subsidiary of any Collateral consisting of inventory or used, surplus, obsolete or outmoded machinery or equipment, in accordance with this Agreement, (B) the distribution of any Collateral to a Person other than the Borrower or a Restricted Subsidiary in connection with the dissolution of any Restricted Subsidiary, in accordance with this Agreement, (C) in the case of any Collateral consisting of the Equity Interests in any Restricted Subsidiary, the dissolution of such Restricted Subsidiary in accordance with this Agreement or (D) the effectiveness of any written consent (pursuant to Section 9.02) to the release of all or any portion of the security interest granted in any Collateral, the security interest in such Collateral shall automatically be released and (ii) if Level 3 the Borrower shall request the release under the Collateral and Guarantee Agreement or any other Security Document of (iA) any of its Subsidiaries (other than the Borrower or Level 3 LLC) Restricted Subsidiary or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Restricted Subsidiary (other than the Borrower or Level 3 LLC) owning any such Restricted Subsidiary or CollateralCollateral or resulting from the dissolution of a Restricted Subsidiary) to a Person other than Level 3 the Borrower or a Restricted Subsidiary of Level 3 in a transaction permitted under the terms of this Agreement and not described in the immediately preceding clause (including to the extent permitted by Section 6.07, 6.08 or 6.10), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(iii) or (iiiB) any Property that is to become subject to Restricted Subsidiary, and any Lien permitted Collateral provided by such Restricted Subsidiary, to be Incurred under Section 6.05(ii)(3) dissolved or (4)designated an Excluded Subsidiary or an Unrestricted Subsidiary in accordance with this Agreement, and the Borrower shall deliver to the Collateral Administrative Agent a certificate executed by a Financial Officer to the effect that such dissolution, designation, sale or other disposition and the application of the proceeds thereof (if any) will comply with the terms of this Agreement and that no Event of Default shall have occurred and be continuing, the Collateral Agent, if satisfied that the applicable certificate is correctAgreement, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), Administrative Agent shall, unless an Event without the consent of Default has occurred and is continuingany Lender, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Restricted Subsidiary or such Collateral substantially simultaneously with or at any time after such designation or the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Administrative Agent and shall not require the consent of any Lender. The Collateral Administrative Agent shall execute and deliver all such instruments, releases, termination financing statements or other instrumentsagreements, and take all such further actions, as shall be necessary to effectuate or confirm any the release of a Restricted Subsidiary or Collateral required by this paragraph.. 114

Release of Subsidiary Loan Parties and Collateral. (a) Notwithstanding any contrary provision herein or in any other Loan DocumentDocument (but subject to the proviso in the definition of "Credit Support Subsidiaries"), (i) upon (A) any sale or other transfer in the ordinary course of business by the Borrower or any Subsidiary of any Collateral consisting of inventory or used, surplus, obsolete or outmoded machinery or equipment, (B) the distribution of any Collateral to a Person other than the Borrower or a Subsidiary in connection with the dissolution of any Subsidiary, in each case in accordance with this Agreement or (C) the effectiveness of any written consent (pursuant to Section 9.02) to the release of all or any portion of the security interest granted in any Collateral, the security interest in such Collateral shall automatically be released and (ii) if Level 3 the Borrower shall request the release under the Collateral and Guarantee Agreement or any other Security Document of (i) any of its Subsidiaries (other than the Borrower or Level 3 LLC) Subsidiary or any Collateral to be sold or otherwise disposed of (including through the sale or disposition of any Subsidiary (other than the Borrower or Level 3 LLC) owning any such Subsidiary or CollateralCollateral or resulting from the dissolution of a Subsidiary) to a Person other than Level 3 the Borrower or a Subsidiary of Level 3 in a transaction permitted under the terms of this Agreement and not described in the immediately preceding clause (including to the extent permitted by Section 6.07, 6.08 or 6.10i), (ii) any Receivables, collections thereof and accounts established solely for the collection of such Receivables to secure the Incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 6.01(b)(ii) or 6.02(b)(ii) or (iii) any Property that is to become subject to any Lien permitted to be Incurred under Section 6.05(ii)(3) or (4), and Borrower shall deliver to the Collateral Administrative Agent a certificate executed by a Financial Officer to the effect that such sale or other disposition (and any dissolution relating thereto) and the application of the proceeds thereof will comply with the terms of this Agreement Agreement, and that no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent, if satisfied that the applicable such certificate is correct, and if satisfied with any arrangements for the receipt and deposit of proceeds of such transaction to the extent required under Section 6.07(b), shall, unless an Event without the consent of Default has occurred and is continuingany Lender, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Subsidiary or such Collateral substantially simultaneously with or at any time after the completion of such sale or other disposition; provided that if the Collateral to be sold or otherwise disposed of is sold or otherwise disposed of by a Grantor in a transaction permitted by the Credit Agreement to a Person other than Level 3 or a Subsidiary of Xxxxx 0, then such Collateral shall be automatically released from any Lien created by this Agreement or any other Loan Document upon the effectiveness of such sale or disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Administrative Agent and shall not require the consent of any Lender. The Collateral Administrative Agent shall execute and deliver all such instruments, releases, termination financing statements or other instrumentsagreements, and take all such further actions, as shall be necessary to effectuate or confirm any the release of a Subsidiary or Collateral required by this paragraph.