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 of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 11.1) to (i) take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (including with respect to the Escrow Account and the Escrow Property substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date) (A) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document (including, without limitation, the release of any Subsidiary Guarantor from its obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder), that is otherwise permitted by the Loan Documents or that has been consented to in accordance with Section 11.1; provided that no such release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (y) such Collateral continues to secure any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (B) under the circumstances described in paragraph (b) below, and (ii) take any action that such Agent deems appropriate in good faith, reasonably requested by the Borrower, having the effect of permitting any Mortgaged Property to become subject to Liens permitted under Section 8.3(e).

Releases of Guarantees and Liens. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Guarantor shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (other than as a result of a Subsidiary Guarantor becoming a non-Wholly Owned Subsidiary); provided that, if so required by this Agreement, the Required Lenders (or if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 11.110.1) to (i) take any action requested by the Parent Borrower (1) having the effect of releasing or evidencing the release of any Collateral or Guarantee Obligations guarantee obligations (including with respect to the Escrow Account and the Escrow Property substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date) (Ai) to the extent necessary to permit consummation of any transaction not prohibited permitted by any Loan Document (including, without limitation, the release of any Subsidiary Guarantor from its obligations if such Person ceases to be a Subsidiary other than as a result of a transaction permitted hereunder), that is otherwise permitted by the Loan Documents Subsidiary Guarantor becoming a non-Wholly Owned Subsidiary) or that has been consented to in accordance with Section 11.1; provided that no such release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing 10.1 or (y) such Collateral continues to secure any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (Bii) under the circumstances described in paragraph (b) below; provided, and that if requested, the Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower containing such certifications as the Administrative Agent shall reasonably request or (ii2) take acknowledging the subordination of any action that such Liens in favor of the Administrative Agent deems appropriate in good faith, reasonably requested by the Borrower, having the effect of permitting under any Mortgaged Property to become subject Loan Document to Liens that are expressly permitted under by Section 8.3(e)7.3 to be senior to the liens in favor of the Administrative Agent.

Releases of Guarantees and Liens. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Guarantor shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (other than as a result of a Guarantor becoming a non-Wholly Owned Subsidiary); provided that, if so required by this Agreement, the Required Lenders (or if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 11.110.1) to (i) take any action requested by the Parent Borrower (1) having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (including with respect to the Escrow Account and the Escrow Property substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date) (Ai) to the extent necessary to permit consummation of any transaction not prohibited permitted by any Loan Document (including, without limitation, the release of any Subsidiary Guarantor from its obligations if such Person ceases to be a Subsidiary other than as a result of a transaction permitted hereunder), that is otherwise permitted by the Loan Documents Guarantor becoming a non-Wholly Owned Subsidiary) or that has been consented to in accordance with Section 11.1; provided that no such release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing 10.1 or (y) such Collateral continues to secure any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (Bii) under the circumstances described in paragraph (b) below; provided, and that if requested, the Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower containing such certifications as the Administrative Agent shall reasonably request or (ii2) take acknowledging the subordination of any action that such Liens in favor of the Administrative Agent deems appropriate in good faith, reasonably requested by the Borrower, having the effect of permitting under any Mortgaged Property to become subject Loan Document to Liens that are expressly permitted under by Section 8.3(e)7.3 to be senior to the liens in favor of the Administrative Agent.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the The Administrative Agent and the Collateral Agent is hereby Lenders irrevocably authorized by each Secured Party (without requirement of notice to or consent of agree that the Lien on any Secured Party except as expressly required by Section 11.1) to property and any related guarantee obligations will be automatically released (i) take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (including with respect to the Escrow Account and the Escrow Property substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date) (A1) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document Document, (including2) upon any sale or transfer of Collateral or any other transaction permitted or not prohibited hereunder or under the Loan Documents to any Person that is not a Loan Party, without limitation(3) to the extent property constituting Collateral is owned by any Guarantors, upon the release of any Subsidiary such Guarantor from its obligations if under the Guarantee Agreement or in accordance with the succeeding sentence, (4) so long as no Event of Default has occurred and is continuing, to the extent the Collateral becomes Excluded Assets or a Guarantor becomes an Excluded Subsidiary in a transaction permitted hereunder, the primary purpose of which transaction is not to effect the release of such Person Guarantor or any other Guarantor from its obligations under the Loan Documents, or a Guarantor ceases to be a Subsidiary as a result of in a transaction permitted hereunder), that is otherwise permitted by the Loan Documents hereunder or (5) that has been consented to in accordance with Section 11.1; provided that no such release shall occur if 10.1 and (x) such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (y) such Collateral continues to secure any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (Bii) under the circumstances described in paragraph (b) below, in accordance with the provisions of Section 7.12(b), (f), (g) and (iih) of the Collateral Agreement. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and the Collateral Agent are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action that such Agent deems appropriate in good faith, reasonably (without consent rights) requested by the BorrowerCompany (including to execute and deliver any instruments, documents, consents, acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph) having the effect of permitting releasing any Mortgaged Property to become subject to Liens permitted under Section 8.3(e)Collateral or Loan Party from its guarantee obligations.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender and Issuing Bank (and each such Lender and Issuing Bank hereby expressly consents) (without requirement of notice to or consent of any Secured Party Lender or Issuing Bank except as expressly required by Section 11.1) 9.1(a)), and each of the Administrative Agent and the Collateral Agent hereby agrees with the Borrower, to (i) take any action reasonably requested by the Borrower having to effect the effect release of releasing any Collateral or Guarantor from its guarantee obligations (i) during a Guarantee Obligations and Collateral Suspension Period, (including with respect to the Escrow Account and the Escrow Property substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date) (Aii) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document (including, without limitation, the release of any Subsidiary Guarantor from its obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder), that is otherwise permitted by the Loan Documents or that has been consented to in accordance with Section 11.1; provided that no 9.1(a) including, in each case and without limitation, any sale, transfer or other disposition of any Collateral or Guarantor (other than to the Borrower or another Guarantor), including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents, (iii) to the extent any such release shall occur if is permitted at such time pursuant to the Guarantee and Collateral Agreement (xincluding in connection with the grant of a Permitted Prior Lien (as defined in the Guarantee and Collateral Agreement) such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (y) such Collateral continues to secure any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (Biv) under the circumstances described in paragraph paragraphs (b) belowor (c) below (and, and upon the consummation of any such transaction in preceding clause (ii), (iii) take any action that or (iv), such Agent deems appropriate in good faith, reasonably requested by Collateral shall be transferred free and clear of all Liens under the Borrower, having Security Documents and/or such Guarantor shall be released from its obligations under the effect of permitting any Mortgaged Property to become subject to Liens permitted under Section 8.3(eGuarantee and Collateral Agreement).

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 11.1) to (i) take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (including with respect to the Escrow Account and the Escrow Property substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date) (A) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document (including, without limitation, the release of any Subsidiary Guarantor from its obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder), that is otherwise permitted by the Loan Documents or that has been consented to in accordance with Section 11.1; provided that no such release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (y) such Collateral continues to secure any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (B) under the circumstances described in paragraph (b) below, and (ii) take any action that such Agent deems appropriate in good faith, reasonably requested by the Borrower, having the effect of permitting any Mortgaged Property to become subject to Liens permitted under Section 8.3(e).