Common use of Collateral Release Clause in Contracts

Collateral Release. At least five Business Days (or such shorter period as the Administrative Agent may agree) prior to the date of any Asset Sale of any Collateral that would result in the release of the liens or security interests of the Collateral Agent in such Collateral in accordance with the Collateral Agency Agreement, a written notice of release identifying the relevant assets and the terms of the sale or other disposition in reasonable detail, including an estimate of the consideration paid therefor, if any, and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Credit Documents and that no Default or Event of Default exists or will exist after giving effect to such transaction. Documents required to be delivered pursuant to Section 7.1(a) or (b) or Section 7.1(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Collateral Release. At least five Business Days (a) Following the occurrence of a Revolving Release Event, upon the request of the Revolving Agent with respect to the Revolving Primary Collateral identified in such request (which request shall specify the proposed terms of the proposed transfer, sale or other disposition and the type and amount of consideration to be received in connection therewith), the Term Loan Agent on behalf of the Term Loan Lenders shall: (i) release or otherwise terminate its liens on such shorter period Revolving Primary Collateral (to the same extent that the Revolving Agent shall release or terminate its liens on such Collateral), to the extent such Revolving Primary Collateral is to be sold or otherwise disposed of either by (i) the Revolving Agent or its agents, or (ii) any Credit Party with the consent of the requisite Revolving Lenders; (ii) deliver such release documents as the Administrative Revolving Agent may agreereasonably require in connection therewith; PROVIDED that if the closing of the sale or disposition of such Revolving Primary Collateral is not consummated within thirty (30) prior days of receipt by the Revolving Agent of such release documents from the Term Loan Agent, the Revolving Agent shall promptly return all release documents to the date Term Loan Agent; and (iii) be deemed to have consented under the Term Loan Agreement to such sale or other disposition; PROVIDED that such deemed consent shall lapse in the event such sale or other disposition does not occur within thirty (30) days of receipt by the Revolving Agent of the relevant release documents from the Term Loan Agent. (b) The effectiveness of any Asset Sale of any Collateral that would result in such release, termination and/or consent by the release of the liens or security interests of the Collateral Term Loan Agent in such Collateral in accordance with the Collateral Agency Agreement, a written notice of release identifying the relevant assets and the terms of under clause (a) above shall be subject to (i) the sale or other disposition in reasonable detail, including an estimate of the consideration paid thereforRevolving Primary Collateral described in such request on the terms described in such request or on substantially similar terms and in a commercially reasonable manner, if any(ii) the application of all of the net proceeds of such sale or other disposition promptly by the Revolving Agent or the Term Loan Agent as specified in SECTION 2.3(A) hereof and Section 12.4 of the Revolving Credit Agreement (as in effect on the date hereof) to reduce the Priority Bank Debt, and any expenses (iii) the rights of the Term Loan Agent under SECTION 2.9(A). (c) Following the occurrence of a Term Loan Release Event, upon the request of the Term Loan Agent with respect to the Term Loan Primary Collateral identified in such request (which request shall specify the proposed terms of the proposed transfer, sale or other disposition and the type and amount of consideration to be received in connection therewith), together the Revolving Agent on behalf of the Revolving Lenders shall: (i) release or otherwise terminate its liens on such Term Loan Primary Collateral (to the same extent that the Term Loan Agent shall release or terminate its liens on such Collateral), to the extent such Term Loan Primary Collateral is to be sold or otherwise disposed of either by (i) the Term Loan Agent or its agents, or (ii) any Credit Party with a certification the consent of the requisite Term Loan Lenders; (ii) deliver such release documents as the Term Loan Agent may reasonably require in connection therewith; PROVIDED that if the closing of the sale or disposition of such Term Loan Primary Collateral is not consummated within thirty (30) days of receipt by the Borrower stating that Term Loan Agent of such transaction is in compliance with this Agreement and release documents from the other Credit Documents and that no Default or Event of Default exists or will exist after giving effect Revolving Agent, the Term Loan Agent shall promptly return all release documents to such transaction. Documents required to be delivered pursuant to Section 7.1(athe Revolving Agent; and (iii) or (b) or Section 7.1(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on consented under the date Revolving Credit Agreement to such sale or other disposition; PROVIDED that such deemed consent shall lapse in the event such sale or other disposition does not occur within thirty (i30) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored days of receipt by the Administrative Term Loan Agent of the relevant release documents from the Revolving Agent); provided that: . (d) The effectiveness of any such release, termination and/or consent by the Revolving Agent under clause (c) above shall be subject to (i) the Borrower shall deliver paper copies sale or other disposition of the Term Loan Primary Collateral described in such documents to request on the Administrative Agent terms described in such request or any Lender upon its request to the Borrower to deliver such paper copies until on substantially similar terms and in a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and commercially reasonable manner, (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) application of all of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) net proceeds of such documents. The Administrative sale or other disposition promptly by the Term Loan Agent shall have no obligation to request or the delivery of or to maintain paper copies Revolving Agent as specified in SECTION 2.3(B) hereof and Section 12.4 of the documents referred Term Loan Agreement (as in effect on the date hereof) to above, reduce the Priority Term Loan Debt and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (aiii) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf rights of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.15Revolving Agent under SECTION 2.9(B); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Collateral Release. At least five Business Days (or such shorter period a) Subject to Section 10.5(b), following the occurrence of a Release Event in which the Revolving Credit Agent acts as “Priority Lien Agent”, upon the Administrative request of the Revolving Credit Agent may agree) prior with respect to the date Collateral identified in such request (which request shall include copies of all documentation (including purchase agreements and any Asset Sale of any Collateral that would result in other relevant supporting documentation) related to such sale or disposition, the release Term Loan Agent on behalf of the liens Term Loan Lenders shall: (i) release, discharge or security interests otherwise terminate its Liens on such Collateral, to the extent such Collateral is to be sold or otherwise disposed of either by (A) the Revolving Credit Agent, its agents or with the consent of the Collateral Agent in such Collateral Revolving Credit Agent, or (B) any Credit Party or its agents in accordance with the Revolving Credit Agreement; (ii) deliver such release documents as the Revolving Credit Agent may reasonably require in connection therewith; provided that if the closing of the sale or disposition of such Collateral Agency Agreementis not consummated within ten (10) days of receipt by the Revolving Credit Agent of such release documents from the Term Loan Agent, a written notice the Revolving Credit Agent shall promptly return all such release documents to the Term Loan Agent; and (iii) be deemed to have consented under the Term Loan Agreement to such sale or other disposition; provided that such deemed consent shall lapse in the event such sale or other disposition does not occur within ten (10) days of release identifying receipt by the Revolving Credit Agent of the relevant assets release, discharge and Lien termination documents from the terms Term Loan Agent. Subject to Section 10.5(b), the effectiveness of any such release, discharge, termination and/or consent by the Term Loan Agent shall be subject to (i) the sale or other disposition in reasonable detail, including an estimate of the consideration paid thereforCollateral described in such request on the terms described in such request or on substantially similar terms and, if any, and any expenses in connection therewith, together with a certification respect to dispositions conducted by the Borrower stating that such transaction is in compliance with this Agreement and the other Revolving Credit Documents and that no Default or Event of Default exists or will exist after giving effect to such transaction. Documents required to be delivered pursuant to Section 7.1(a) or (b) or Section 7.1(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until agents, in a written request to cease delivering paper copies is given by the Administrative Agent or such Lender commercially reasonable manner, and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) application of the posting Net Proceeds of such sale or other disposition promptly by the Revolving Credit Agent or the Term Loan Agent as specified in Section 2.1(a) hereof. (b) Following the earlier of the Bank Loan Termination Date and the Term Loan Remedies Exercise Date, in respect of any such documents and provide Release Event in which the Term Loan Agent acts as “Priority Lien Agent”, upon the request of the Term Loan Agent with respect to the Administrative Agent by electronic mail electronic versions Collateral identified in such request (i.e., soft copies) of such documents. The Administrative Agent which request shall have no obligation to request the delivery of or to maintain paper include copies of all documentation (including purchase agreements and any other relevant supporting documentation) related to such sale or disposition, the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Revolving Credit Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder applicable Secured Parties shall: (collectivelyi) release, “Borrower Materials”discharge or otherwise terminate its Liens on such Collateral, to the extent such Collateral is to be sold or otherwise disposed of either by (A) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak Term Loan Agent or another similar electronic system (its agents or with the “Platform”) and (b) certain consent of the Lenders Term Loan Agent, or (eachB) any Credit Party or its agents in accordance with the Term Loan Agreement; (ii) deliver such release documents as the Term Loan Agent may reasonably require in connection therewith; provided that if the closing of the sale or disposition of such Collateral is not consummated within ten (10) days of receipt by the Term Loan Agent of such release documents from the Revolving Credit Agent, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect the Term Loan Agent shall promptly return all such release documents to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities Revolving Credit Agent; and (wiii) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized consented under the Administrative Revolving Credit Agreement to such sale or other disposition; provided that such deemed consent shall lapse in the event such sale or other disposition does not occur within ten (10) days of receipt by the Term Loan Agent of the relevant release, discharge and Lien termination documents from the Revolving Credit Agent. Subject to Section 10.5(b), the Arrangers and effectiveness of any such release, discharge, termination and/or consent by the Lenders Revolving Credit Agent shall be subject to treat (i) the sale or other disposition of the Collateral described in such Borrower Materials as not containing any material non-public information request on the terms described in such request or on substantially similar terms and, with respect to dispositions conducted by the Borrower Term Loan Agent or its securities agents, in a commercially reasonable manner, and (ii) the application of the Net Proceeds of such sale or other disposition promptly by the Revolving Credit Agent or the Term Loan Agent as specified in Section 2.1(a) hereof. (c) In connection with any sale, lease, exchange, transfer or other disposition of Collateral permitted under the terms of both the Revolving Credit Agreement and the Term Loan Agreement (other than in connection with any Lien Enforcement Action), each of the Revolving Credit Agent, for purposes itself and on behalf of United States federal the Revolving Credit Secured Parties, and state securities laws (the Term Loan Agent, for itself and on behalf of the Term Loan Lenders, shall release any of its Liens on any part of the Collateral, or release, if so provided in the Revolving Credit Agreement and the Term Loan Agreement, as the case may be, a Credit Party from its obligations thereunder; provided, however, any failure by the Revolving Credit Agent or the Term Loan Agent, as applicable, to so release its Liens shall, in any event, result in such Liens on such Collateral to be automatically, unconditionally and simultaneously released on the day that to the extent other agent shall release its Liens on such Borrower Materials constitute InformationCollateral; provided, they further, that, the Net Proceeds of such sale or other disposition shall be treated applied promptly by the Revolving Credit Agent or the Term Loan Agent, as set forth applicable, as specified in Section 12.15); (y2.1(a) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationhereof.”