Common use of Releases of Guarantees and Liens Clause in Contracts

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.049.1) to to, at the sole cost and expense of Essent, take any action reasonably requested by the Borrower Essent having the effect of releasing any Collateral or Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 9.1 or (ii) under the circumstances described in paragraph (b) belowor (c) below (and any such actions, including, without limitation, the execution and delivery of any documents pursuant to this Section 9.14 shall be without recourse to, or warranty by, the Administrative Agent). (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, terminated the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) At such time as Essent obtains an Investment Grade Rating, the Collateral shall be released from the Liens created by the Security Documents, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0411 .1) to direct the Collateral Agent to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 11.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than obligations under or in respect of Specified Hedge Agreements) shall have been paid in full in cash and full, the Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent, the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower Borrowers having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligationsobligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0410.1) to take any action reasonably requested by the Borrower Borrowers having the effect of releasing any Collateral or Obligations guarantee obligations (i1) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 10.1 or (ii2) under the circumstances described in paragraph (bSection 10.16(b) below. (b) At such time as the Term Loans and the other Obligations under the Loan Documents (other than the inchoate indemnity obligations and obligations under or in respect of Specified Swap Agreements, to the Warrant Obligationsextent no default or termination event shall have occurred thereunder) under the Loan Documents shall have been paid in full in cash and full, the Revolving Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0410.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. The Administrative Agent agrees, at the sole expense of the Borrower, to take all actions reasonably requested by the Borrower to effect such release or releases. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than obligations under or in respect of Swap Agreements) shall have been paid in full in cash and cash, the Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0411.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 11.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than (x) contingent on-going indemnity and similar obligations and (y) obligations under or in respect of Hedge Agreements) shall have been paid in full in cash and full, the Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonPerson and the Administrative Agent agrees to take such actions as may be reasonably requested by the Borrower to evidence such release and termination.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Collateral Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0411.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations any Guarantor (i) to permit the extent necessary to permit consummation of any transaction involving such Collateral or Guarantor not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 11.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the LC Disbursements and the other Obligations accrued obligations (other than the inchoate including accrued indemnity obligations and the Warrant Obligationsobligations) under the Loan Documents (other than obligations under or in respect of Swap Agreements) shall have been paid in full in cash and full, the Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Collateral Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Control Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender lender to perform the actions described hereafter in this Section 13.18 13.19 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligationsobligations) under the Loan Documents shall have been indefeasibly paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Control Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower Borrowers having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loan and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.049.02) to take any action reasonably requested by the either Borrower having the effect of releasing any Collateral under the QVC Parent Pledge Agreement or Obligations (i) zulily Parent Pledge agreement or obligations under the QVC Subsidiary Guarantee or the zulily Subsidiary Guarantee to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) belowaccordance with Section 9.02. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations Obligations under or in respect of Specified Swap Agreements and the Warrant ObligationsLetters of Credit) under the Loan Documents shall have been paid in full in cash and full, the Revolving Commitments have been terminated, terminated and all Letters of Credit have expired or been cash collateralized the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents Pledge Agreements and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Credit Party under the Security Documents Pledge Agreements shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 Secured Party (without requirement of notice to or consent of any Lender Secured Party except as expressly required by Section 13.0410.1) to take, and the Administrative Agent shall take or cause to be taken, any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than obligations under or in respect of Swap Agreements) shall have been paid in full in cash and full, the Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0410.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than obligations under or in respect of Swap Agreements) shall have been paid in full in cash and full, the Commitments have been terminated, no Letters of Credit shall be outstanding and the obligations under or in respect of Specified Swap Agreements shall have been cash collateralized, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligationsobligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Funding Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0410.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders approved in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than obligations under or in respect of Hedge Agreements or letters of credit obtained other than pursuant to this Agreement) shall have been paid in full in cash and full, the Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security DocumentsGuarantee and Collateral Agreement, and the Security Documents Guarantee and Collateral Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Funding Agent and each Obligor Loan Party under the Security Documents Guarantee and Collateral Agreement shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each ‑114‑ Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate Warrant Obligations and contingent and unmatured indemnity obligations and the Warrant Obligationsexpense reimbursement obligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0410.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than obligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements or Unmatured Surviving Obligations) shall have been paid in full in cash and full, the Revolving Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loan and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligationsobligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate Warrant Obligations and contingent and unmatured indemnity obligations and the Warrant Obligationsexpense reimbursement obligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate Warrant Obligations and contingent and unmatured indemnity obligations and the Warrant Obligationsexpense reimbursement obligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created ‑115‑ by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding -------------------------------- anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0410.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than obligations under or in respect of Hedge Agreements or contingent indemnification obligations for which requests for payment have not been submitted) shall have been paid in full in cash and full, the Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding Subject to the terms of the Collateral Trust Agreement, notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0410.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than Hedging Obligations) shall have been paid in full in cash and the Term Commitments have been terminated, the Collateral shall be released from the Liens created by the Security DocumentsDocuments in favor of the Collateral Trustee for benefit of the Secured Parties, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent Agent, and all obligations (other than those expressly stated to survive such termination) of each Obligor Loan Party in favor of the Secured Parties under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each relevant Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any such Lender except as expressly required by Section 13.0410.1 or any Lender Affiliate or any other counterparty to any Specified Hedge Agreement) to take any action reasonably requested by the relevant Borrower having the effect of releasing any Collateral or Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than obligations under or in respect of Hedge Agreements) shall have been paid in full in cash and full, the Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall (without the requirement of notice or consent of any Lender or any Lender Affiliate or any other counterparty to any Specified Hedge Agreement) be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the each Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.049.02) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or its Guarantee Obligations under the Security Documents (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 9.02 or (ii) under the circumstances described in paragraph (b) belowSection 9.17(b). (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than obligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements) shall have been paid in full in cash and full, the Total Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligationsobligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.any

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan DocumentCredit Documents, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0410.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document Credit Documents or that has been consented to by the Lenders in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Credit Documents (other than the inchoate indemnity obligations and the Warrant Obligationsunder or in respect of Swap Agreements) under the Loan Documents shall have been paid in full in cash and full, the Commitments have been terminatedterminated and no Letter of Credit shall be outstanding that is not back-stopped or cash collateralized to the satisfaction of the Administrative Agent, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0410.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations (i1) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 10.1 or (ii2) under the circumstances described in paragraph (b) belowSection 10.16(b). (b) At such time as the Term Loans and the other Obligations under the Loan Documents (other than the inchoate indemnity obligations and obligations under or in respect of Specified Swap Agreements, to the Warrant Obligationsextent no default or termination event shall have occurred thereunder) under the Loan Documents shall have been paid in full in cash and full, the Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.049.02) to take any action reasonably requested by the either Borrower having the effect of releasing any Collateral under the QVC Parent Pledge Agreement or Obligations (i) zulily Parent Pledge agreement or obligations under the QVC Subsidiary Guarantee or the zulily Subsidiary Guarantee to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) belowaccordance with Section 9.02. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations Obligations under or in respect of Specified Swap Agreements, Specified Cash Management Services Agreements and the Warrant ObligationsLetters of Credit) under the Loan Documents shall have been paid in full in cash and full, the Revolving Commitments have been terminated, terminated and all Letters of Credit have expired or been cash collateralized the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents Pledge Agreements and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Credit Party under the Security Documents Pledge Agreements shall terminate, all without delivery of any instrument or performance of any act by any Person.. 77

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Control Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions as described hereafter in this Section 13.18 12.20 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) 12.04), to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than inchoate indemnity obligations) shall have been indefeasibly paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Control Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Control Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity Warrant Obligations and contingent indemnification obligations and the Warrant Obligationsas to which no unsatisfied claim has been asserted) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Control Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0411.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations releasing the obligations of any Obligor under the Guaranty (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or Document, (ii) to the extent necessary to permit consummation of any transaction that has been consented to by the Lenders or in accordance with Section 11.1 and (iiiii) under the circumstances described in paragraph clause (b) below. (b) At such time as Upon the Term Loans and occurrence of the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminatedTermination Date, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0410.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations 87 82 (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders approved in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than obligations under or in respect of Hedge Agreements or letters of credit obtained other than pursuant to this Agreement) shall have been paid in full in cash full, the Tranche A Incremental Term Commitments and the Revolving Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security DocumentsGuarantee and Collateral Agreement, and the Security Documents Guarantee and Collateral Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents Guarantee and Collateral Agreement shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower Borrowers having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.04) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding -------------------------------- anything to the contrary contained herein or in any other Loan Document, each Lender agrees, and the Administrative A dministrative Agent is hereby irrevocably authorized by each Lender and given a limited power of attorney by each Lender to perform the actions described hereafter in this Section 13.18 (without requirement of notice to or consent of any Lender except as expressly required by Section 13.0410.1) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to by the Lenders in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as the Term Loans Loans, the Reimbursement Obligations and the other Obligations (other than the inchoate indemnity obligations and the Warrant Obligations) under the Loan Documents (other than obligations under or in respect of Hedge Agreements or contingent indemnification obligations for which requests for payment have not been submitted) shall have been paid in full in cash and full, the Commitments have been terminatedterminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.