Common use of Collateral Release Clause in Contracts

Collateral Release. (a) Immediately upon the commencement of any Collateral Release Period, the security interests of the Collateral Agent and the other Secured Parties in the Collateral shall automatically be terminated and released; provided that the Guarantee of each Loan Party of the Obligations pursuant to the Loan Documents shall remain in effect during any such Collateral Release Period. During any Collateral Release Period, the Administrative Agent and the Collateral Agent shall execute and deliver, at the U.S. Borrower’s expense, all documents or other instruments that the U.S. Borrower shall reasonably request to evidence the termination and release of such security interests and shall return all Collateral in their possession to the U.S. Borrower. (b) During any Collateral Release Period: (i) The representations and warranties set forth in Section 3.17 shall not be required to be true and correct in any respect in connection with any Credit Event occurring during such period, and the inaccuracy in any respect of such representations and warranties shall not give rise to any Default or Event of Default pursuant to Section 7.01(a); (ii) Holdings, Intermediate Holdings and the Borrowers shall not be required to comply with the terms of Sections 5.02(b), (c), (d) or (e); (iii) Holdings, Intermediate Holdings and the Borrowers shall not be required to comply with the terms of Section 5.10 to the extent such terms require the creation and perfection of security interests or Liens on Collateral (it being understood that Holdings, Intermediate Holdings and the Borrowers shall continue to be required to comply with the terms of Section 5.10 that require the provision of Guarantees by Loan Parties in respect of the Obligations); and (iv) The occurrence of any of the events described in Section 7.01(l)(ii) shall not constitute or give rise to any Default or Event of Default. (c) Upon the termination of any Collateral Release Period, the security interests of the Collateral Agent and the Secured Parties in the Collateral shall automatically, without any further action on the part of the Administrative Agent, the Collateral Agent, the Secured Parties or any Loan Party, be reinstated and the provisions of Section 5.15(a) and (b) shall no longer apply (until the commencement of a subsequent Collateral Release Period). Promptly following the termination of any Collateral Release Period, the Loan Parties shall execute any and all documents, financing statements, agreements and instruments, and take all such actions (including the filing and recording of financing statements, mortgages, fixture filings and other documents) that may be required under applicable law or that the Administrative Agent or Collateral Agent shall reasonably request, to reinstate such security interests and to cause the Collateral and Guarantee Requirement to be satisfied (all at the expense of the Loan Parties), including with respect to any Subsidiaries or assets that would have been subjected to the Collateral and Guarantee Requirement under Section 5.10 had such terminated Collateral Release Period not been in effect; provided that all such actions shall be completed (i) with respect to the security interests in Collateral held by Holdings, Intermediate Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party (other than owned real property), no later than 30 days after the date of termination of such Collateral Release Period, (ii) with respect to Collateral held by Holdings, Intermediate Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party that constitutes owned real property, no later than 45 days after the date of termination of such Collateral Release Period and (iii) with respect to Collateral held by any Foreign Subsidiary Loan Party, no later than 90 days after the date of termination of such Collateral Release Period (or, in each case, such later date as the Collateral Agent shall deem appropriate).

Collateral Release. The Administrative Agent and the Lenders agree: (a) Immediately that any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall be automatically released (i) upon the commencement of any Collateral Release Period, the security interests termination of the Collateral Agent Commitments and the other Secured Parties payment in the Collateral shall automatically be terminated and released; provided that the Guarantee of each Loan Party full of the Obligations pursuant (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the Loan Documents applicable provider thereof shall remain in effect during any such Collateral Release Period. During any Collateral Release Period, have been made) and the expiration of termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent L/C Issuer shall execute and deliverhave been made), at the U.S. Borrower’s expense, all documents (ii) when such property is sold or otherwise disposed of as part of or in connection with any sale or other instruments disposition permitted hereunder or under any other Loan Document or any Recovery Event, in each case to a Person that the is not, or is not required to become, a U.S. Borrower shall reasonably request to evidence the termination and release of such security interests and shall return all Collateral Loan Party, or (iii) as approved in their possession to the U.S. Borrower.accordance with Section 11.01; (b) During any Collateral Release Period: (i) The representations and warranties set forth in Section 3.17 shall not be to the extent required to be true and correct in any respect in connection with any Credit Event occurring during such period, and by the inaccuracy in any respect holder of such representations and warranties shall not give rise to any Default or Event of Default Lien pursuant to Section 7.01(a); (ii) Holdings, Intermediate Holdings and the Borrowers shall not be required to comply with the terms of Sections 5.02(bthe instrument or document evidencing the Indebtedness secured by such Lien, to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.02(a)(ii), Section 8.02(a)(v) (cbut, with respect to Liens securing refinancings or renewals of Indebtedness secured by Liens permitted by Section 8.02(a)(vii), (dlimited to Liens of the type or nature permitted by Section 8.02(a)(ii) without giving effect to the limitations on the amount of Indebtedness secured by such Liens in Section 8.02(a)(ii)) or by Section 8.02(a)(vii) (e); (iii) Holdings, Intermediate Holdings and in the Borrowers shall not be required to comply with the terms case of Section 5.10 8.02(a)(vii), to the extent such terms require Liens are limited to Liens of the creation type or nature permitted by Section 8.02(a)(ii) without giving effect to the limitations on the amount of Indebtedness secured by such Liens in Section 8.02(a)(ii)) (or to release such Lien where such Lien is not permitted by the instrument or document evidencing or relating to the Indebtedness secured by such Lien and perfection of security interests or Liens on Collateral (it being understood that Holdings, Intermediate Holdings and the Borrowers shall continue to be required to comply with the terms such prohibition is not in violation of Section 5.10 that require the provision of Guarantees by Loan Parties in respect of the Obligations8.02(c)); and (iv) The occurrence of any of the events described in Section 7.01(l)(ii) shall not constitute or give rise to any Default or Event of Default. (c) Upon to release any Guarantor from its obligations under the termination of any Collateral Release Period, the security interests of Loan Documents (including releasing all Liens granted by such Person under the Collateral Documents) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. The Administrative Agent shall promptly execute and the Secured Parties deliver such documents and release instruments and subordination agreements (including UCC-3 amendments and releases), in the Collateral shall automatically, without any further action on the part of form and substance satisfactory to the Administrative Agent, as may be reasonably requested by the Collateral AgentCompany in connection with the releases and subordination of Liens referred to in clauses (a) through (c) above, the Secured Parties or any Loan Party, be reinstated and the provisions of Section 5.15(a) and (b) shall no longer apply (until the commencement of a subsequent Collateral Release Period). Promptly following the termination of any Collateral Release Period, the Loan Parties shall execute any and all expenses in preparing and filing such documents, financing statements, release instruments and agreements and instruments, and take all such actions (including the filing and recording of financing statements, mortgages, fixture filings and other documents) that may be required under applicable law or that the Administrative Agent or Collateral Agent shall reasonably request, to reinstate such security interests and to cause the Collateral and Guarantee Requirement to be satisfied (all at the expense of the Loan Parties), including with respect to any Subsidiaries or assets that would have been subjected to the Collateral and Guarantee Requirement under Section 5.10 had such terminated Collateral Release Period not been in effect; provided that all such actions shall be completed (i) with respect to borne by the security interests in Collateral held by Holdings, Intermediate Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party (other than owned real property), no later than 30 days after the date of termination of such Collateral Release Period, (ii) with respect to Collateral held by Holdings, Intermediate Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party that constitutes owned real property, no later than 45 days after the date of termination of such Collateral Release Period and (iii) with respect to Collateral held by any Foreign Subsidiary Loan Party, no later than 90 days after the date of termination of such Collateral Release Period (or, in each case, such later date as the Collateral Agent shall deem appropriate)Company.

Collateral Release. (a) Immediately upon the commencement of In addition to any Collateral Release Period, the security interests provisions of the Collateral Agent and Security Documents, each of the other Secured Parties in irrevocably authorize the Collateral shall automatically be terminated and released; provided that the Guarantee of each Loan Party of the Obligations pursuant to the Loan Documents shall remain in effect during any such Collateral Release Period. During any Collateral Release PeriodAgent, the Administrative Agent and the Collateral Agent hereby agrees, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Credit Document (i) upon the Final Date, (ii) that is sold or disposed of or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Security Document to a Person that is not a Credit Party, including the Equity Interests and property of any Subsidiary Guarantor that was, or is to be, sold or disposed in a transaction permitted hereunder, (iii) that constitutes “Excluded Property” (as such term is defined in the Security Agreement) or (iv) as otherwise provided for in the Intercreditor Agreement and any other Acceptable Intercreditor Agreement; (b) to release any Subsidiary Guarantor from its obligations under this Agreement and the other Credit Documents if such Person ceases to be a Subsidiary, or becomes an Excluded Subsidiary, as a result of a transaction permitted hereunder; and (c) to subordinate or release any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is granted pursuant to clauses (f), (r) or (u) of the definition of “Permitted Liens”. Upon request by the Collateral Agent at any time, the Borrower will provide an officer’s certificate confirming the permissibility under the Credit Documents of any transaction in connection with which the any Credit Party is seeking a release of Collateral under this Section 12.12. In connection with any release or subordination pursuant to this Section 12.12, the Collateral Agent shall promptly (i) execute and deliverdeliver to any Credit Party, at the U.S. Borrowersuch Credit Party’s expense, all documents or other instruments that the U.S. Borrower such Credit Party shall reasonably request to evidence the termination such release or subordination and release of such security interests and shall return all Collateral in their possession to the U.S. Borrower. (b) During any Collateral Release Period: (i) The representations and warranties set forth in Section 3.17 shall not be required to be true and correct in any respect in connection with any Credit Event occurring during such period, and the inaccuracy in any respect of such representations and warranties shall not give rise to any Default or Event of Default pursuant to Section 7.01(a); (ii) Holdings, Intermediate Holdings and the Borrowers shall not be required to comply with the terms of Sections 5.02(b), (c), (d) or (e); (iii) Holdings, Intermediate Holdings and the Borrowers shall not be required to comply with the terms of Section 5.10 deliver to the extent Credit Parties any portion of such terms require the creation and perfection of security interests or Liens on Collateral (it being understood that Holdings, Intermediate Holdings and the Borrowers shall continue to be required to comply with the terms of Section 5.10 that require the provision of Guarantees by Loan Parties so released in respect of the Obligations); and (iv) The occurrence of any of the events described in Section 7.01(l)(ii) shall not constitute or give rise to any Default or Event of Default. (c) Upon the termination of any Collateral Release Period, the security interests possession of the Collateral Agent and the Secured Parties in the Collateral shall automatically, without any further action on the part of the Administrative Agent, the Collateral Agent, the Secured Parties or any Loan Party, be reinstated and the provisions of Section 5.15(a) and (b) shall no longer apply (until the commencement of a subsequent Collateral Release Period). Promptly following the termination of any Collateral Release Period, the Loan Parties shall execute any and all documents, financing statements, agreements and instruments, and take all such actions (including the filing and recording of financing statements, mortgages, fixture filings and other documents) that may be required under applicable law or that the Administrative Agent or Collateral Agent shall reasonably request, to reinstate such security interests and to cause the Collateral and Guarantee Requirement to be satisfied (all at the expense of the Loan Parties), including with respect to any Subsidiaries or assets that would have been subjected to the Collateral and Guarantee Requirement under Section 5.10 had such terminated Collateral Release Period not been in effect; provided that all such actions shall be completed (i) with respect to the security interests in Collateral held by Holdings, Intermediate Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party (other than owned real property), no later than 30 days after the date of termination of such Collateral Release Period, (ii) with respect to Collateral held by Holdings, Intermediate Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party that constitutes owned real property, no later than 45 days after the date of termination of such Collateral Release Period and (iii) with respect to Collateral held by any Foreign Subsidiary Loan Party, no later than 90 days after the date of termination of such Collateral Release Period (or, in each case, such later date as the Collateral Agent shall deem appropriate).

Collateral Release. (a) Immediately upon the commencement of any Collateral Release Period, the security interests of the Collateral Agent and the other Secured Parties in the Collateral shall automatically be terminated and released; provided that the Guarantee of each Loan Party of the Obligations pursuant to the Loan Documents shall remain in effect during any such Collateral Release Period. During any Collateral Release Period, the The Administrative Agent and the Collateral Lenders agree: (a) that any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall execute be automatically released (i) upon termination of the Commitments and deliverpayment in full of the Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements as to which arrangements satisfactory to the applicable provider thereof shall have been made), at the U.S. Borrower’s expense, all documents (ii) when such property is sold or otherwise disposed of as part of or in connection with any sale or other instruments disposition permitted hereunder or under any other Loan Document or any Recovery Event, in each case to a Person that the U.S. Borrower shall reasonably request is not, or is not required to evidence the termination and release of such security interests and shall return all Collateral become, a Loan Party, or (iii) as approved in their possession to the U.S. Borrower.accordance with Section 11.01; (b) During any Collateral Release Period: (i) The representations and warranties set forth in Section 3.17 shall not be to the extent required to be true and correct in any respect in connection with any Credit Event occurring during such period, and by the inaccuracy in any respect holder of such representations and warranties shall not give rise to any Default or Event of Default Lien pursuant to Section 7.01(a); (ii) Holdings, Intermediate Holdings and the Borrowers shall not be required to comply with the terms of Sections 5.02(b)the instrument or document evidencing the Indebtedness secured by such Lien, (c), (d) to subordinate any Lien on any property granted to or (e); (iii) Holdings, Intermediate Holdings and held by the Borrowers shall not be required to comply with the terms of Section 5.10 Administrative Agent under any Loan Document to the extent holder of any Lien on such terms require the creation and perfection of security interests or Liens on Collateral (it being understood property that Holdings, Intermediate Holdings and the Borrowers shall continue to be required to comply with the terms of is permitted by Section 5.10 that require the provision of Guarantees by Loan Parties in respect of the Obligations8.02(a)(iv); and (iv) The occurrence of any of the events described in Section 7.01(l)(ii) shall not constitute or give rise to any Default or Event of Default. (c) Upon to release any Guarantor from its obligations under the termination of any Collateral Release Period, the security interests of Loan Documents (including releasing all Liens granted by such Person under the Collateral Documents) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. The Administrative Agent shall promptly execute and the Secured Parties deliver such documents and release instruments and subordination agreements (including UCC-3 amendments and releases), in the Collateral shall automatically, without any further action on the part of form and substance satisfactory to the Administrative Agent, as may be reasonably requested by the Collateral AgentCompany in connection with the releases and subordination of Liens referred to in clauses (a) through (c) above, the Secured Parties or any Loan Party, be reinstated and the provisions of Section 5.15(a) and (b) shall no longer apply (until the commencement of a subsequent Collateral Release Period). Promptly following the termination of any Collateral Release Period, the Loan Parties shall execute any and all expenses in preparing and filing such documents, financing statements, release instruments and agreements and instruments, and take all such actions (including the filing and recording of financing statements, mortgages, fixture filings and other documents) that may be required under applicable law or that the Administrative Agent or Collateral Agent shall reasonably request, to reinstate such security interests and to cause the Collateral and Guarantee Requirement to be satisfied (all at the expense of the Loan Parties), including with respect to any Subsidiaries or assets that would have been subjected to the Collateral and Guarantee Requirement under Section 5.10 had such terminated Collateral Release Period not been in effect; provided that all such actions shall be completed (i) with respect to borne by the security interests in Collateral held by Holdings, Intermediate Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party (other than owned real property), no later than 30 days after the date of termination of such Collateral Release Period, (ii) with respect to Collateral held by Holdings, Intermediate Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party that constitutes owned real property, no later than 45 days after the date of termination of such Collateral Release Period and (iii) with respect to Collateral held by any Foreign Subsidiary Loan Party, no later than 90 days after the date of termination of such Collateral Release Period (or, in each case, such later date as the Collateral Agent shall deem appropriate)Company.

Collateral Release. (a) Immediately upon Subject to the commencement terms of any Collateral Release Periodthis Section, the security interests of Obligations shall at all times be secured by a first-priority Lien (subject to Liens permitted by Section 6.02) on the Collateral Agent and the other Secured Parties in the Collateral shall automatically be terminated and released; provided that the Guarantee of each Loan Party of the Obligations pursuant to the Loan Documents shall remain in effect during any such Collateral Release Period. During any Collateral Release Period, the Administrative Agent and the Collateral Agent shall execute and deliver, at the U.S. Borrower’s expense, all documents or other instruments that the U.S. Borrower shall reasonably request to evidence the termination and release of such security interests and shall return all Collateral in their possession to the U.S. BorrowerCollateral. (b) During If on any Collateral Release Period: date of determination, (i) The representations no Event of Default has occurred and warranties set forth is continuing, (ii) all Indebtedness under the 10% Senior Secured Notes shall have been (A) redeemed in Section 3.17 shall full not be required to be true and correct in any respect in connection with a refinancing or (B) refinanced in full on an unsecured basis, in each case containing customary terms in the then prevailing applicable market for the type of debt being incurred for borrowers with similar Issuer Ratings as those of the Borrower (provided that in no event shall such debt provide for any Credit Event occurring during such periodscheduled amortization or mature earlier than the Loans), (iii) STX, the Borrower and the inaccuracy in any respect of such representations and warranties Subsidiaries shall not give rise have no Indebtedness that is secured (other than Indebtedness permitted to any Default or Event of Default be secured pursuant to Section 7.01(a); (ii) Holdings, Intermediate Holdings and the Borrowers shall not be required to comply with the terms of Sections 5.02(b6.02), (c), (d) or (e); (iii) Holdings, Intermediate Holdings and the Borrowers shall not be required to comply with the terms of Section 5.10 to the extent such terms require the creation and perfection of security interests or Liens on Collateral (it being understood that Holdings, Intermediate Holdings and the Borrowers shall continue to be required to comply with the terms of Section 5.10 that require the provision of Guarantees by Loan Parties in respect of the Obligations); and (iv) The occurrence of any of the events described in Section 7.01(l)(ii) Issuer Ratings from S&P and ▇▇▇▇▇’▇ shall not constitute be equal to or give rise higher than BB+ from S&P and Ba1 from ▇▇▇▇▇’▇, then the Borrower shall have the right to any Default or Event of Defaultelect that the Liens securing the Obligations promptly thereafter be released (with such release being referred to as a “Collateral Release”). (c) Upon The Borrower shall notify the termination Administrative Agent in writing of any its election to effect a Collateral Release Period, by delivering a certificate to the security interests Administrative Agent pursuant to which it shall represent and warrant as to the satisfaction of the conditions of a Collateral Agent and the Secured Parties Release set forth in the Collateral shall automatically, without any further action on the part of the Administrative Agent, the Collateral Agent, the Secured Parties or any Loan Party, be reinstated and the provisions of Section 5.15(a) and clause (b) shall no longer apply of this Section, accompanied by any additional evidence reasonably requested by the Administrative Agent with respect to such conditions. (until the commencement of a subsequent Collateral Release Period). d) Promptly following delivery of the termination of any written election to effect a Collateral Release PeriodRelease, the Loan Parties shall Administrative Agent will execute any and all documents, financing statements, agreements and instrumentsinstruments (without representation or warranty), and take all such actions (including the filing and recording of financing statements, mortgages, fixture filings and other documents) further action that may be reasonably required under applicable law or that law, and do all things reasonably requested by the Administrative Agent or Collateral Agent shall reasonably request, to reinstate such security interests and to cause the Collateral and Guarantee Requirement to be satisfied (all at the expense of the Loan Parties), including with respect to any Subsidiaries or assets that would have been subjected to the Collateral and Guarantee Requirement under Section 5.10 had such terminated Collateral Release Period not been in effect; provided that all such actions shall be completed (i) with respect to the security interests in Collateral held by Holdings, Intermediate Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party (other than owned real property), no later than 30 days after the date of termination of such Collateral Release Period, (ii) with respect to Collateral held by Holdings, Intermediate Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party that constitutes owned real property, no later than 45 days after the date of termination of such Collateral Release Period and (iii) with respect to Collateral held by any Foreign Subsidiary Loan Party, no later than 90 days after the date of termination of such Collateral Release Period (orBorrower, in each case, such later date as order to release and terminate the Collateral Agent shall deem appropriate)Lien on the Collateral.