Common use of Collateral Release Clause in Contracts

Collateral Release. (i) Notwithstanding anything contained herein or any other Loan Document to the contrary, all Liens in favor of the Administrative Agent on the Collateral securing the Obligations shall be released upon the satisfaction of the following conditions precedent (the date on which such Liens are released being the “Release Date”): (i) receipt by the Administrative Agent of written notice from the Company at least ten (10) Business Days prior to the Release Date, specifying the proposed Release Date; (ii) as of the Release Date, the only Loans outstanding shall be Revolving Loans, the Existing Term Loan, and any Incremental Term Loan (other than any Incremental Term Loan structured as a term loan B); (iii) as of the Release Date, no Default or Event of Default shall have occurred and be continuing; (iv) as of the Release Date, there shall be no Lien on all or substantially all of the Collateral that was pari passu to the Liens on the Collateral securing the Obligations immediately prior to the Release Date; (v) immediately after giving pro forma effect to the release of Collateral and all other transactions consummated in connection therewith in contemplation of the Release Date, the Credit Parties shall be in compliance with the Pre-Collateral Financial Covenants computed as of the end of the period of twelve months most recently ended for which the Company has delivered financial statements pursuant to Section 6.01(a) or (b); (vi) receipt by the Administrative Agent of a certificate, dated the Release Date and executed by a Financial Officer of the Company, confirming the satisfaction of the conditions set forth in clauses (iii), (iv) and (v) above; and (vii) this Agreement shall have been amended in accordance with Section 6.11(d)(ii) below. (ii) This Agreement and the other Loan Documents shall be amended prior to or as of the Release Date to implement such changes to this Agreement and the other Loan Documents as the Administrative Agent deems necessary to give effect to the release of Liens contemplated by this Section 6.11(d) (including amendments to this Agreement to replace Sections 7.08 and 7.09 with sections implementing the Pre-Collateral Financial Covenants), and the Lenders hereby authorize the Administrative Agent to enter into such amendments.

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) Notwithstanding anything contained herein or The representations and warranties set forth in Section 3.17 shall not be required to be true and correct in any other Loan Document to the contrary, all Liens respect in favor of the Administrative Agent on the Collateral securing the Obligations shall be released upon the satisfaction of the following conditions precedent (the date on which connection with any Credit Event occurring during such Liens are released being the “Release Date”): (i) receipt by the Administrative Agent of written notice from the Company at least ten (10) Business Days prior to the Release Date, specifying the proposed Release Date; (ii) as of the Release Date, the only Loans outstanding shall be Revolving Loans, the Existing Term Loanperiod, and the inaccuracy in any Incremental Term Loan (other than respect of such representations and warranties shall not give rise to any Incremental Term Loan structured as a term loan B); (iii) as of the Release Date, no Default or Event of Default shall have occurred and be continuing; (iv) as of the Release Date, there shall be no Lien on all or substantially all of the Collateral that was pari passu to the Liens on the Collateral securing the Obligations immediately prior to the Release Date; (v) immediately after giving pro forma effect to the release of Collateral and all other transactions consummated in connection therewith in contemplation of the Release Date, the Credit Parties shall be in compliance with the Pre-Collateral Financial Covenants computed as of the end of the period of twelve months most recently ended for which the Company has delivered financial statements pursuant to Section 6.01(a) or (b7.01(a); (vi) receipt by the Administrative Agent of a certificate, dated the Release Date and executed by a Financial Officer of the Company, confirming the satisfaction of the conditions set forth in clauses (iii), (iv) and (v) above; and (vii) this Agreement shall have been amended in accordance with Section 6.11(d)(ii) below.; (ii) This Agreement Holdings and the other Borrowers shall not be required to comply with the terms of Sections 5.02(b), (c), (d) or (e); (iii) 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 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 Documents shall be amended prior to or as 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 Date to implement such changes to this Agreement 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 5.14(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 Loan Documents as documents) that may be required under applicable law or that the Administrative Agent deems necessary or Collateral Agent shall reasonably request, to give effect 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 release of Liens contemplated 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 this Section 6.11(d) Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party (including amendments to this Agreement to replace Sections 7.08 and 7.09 with sections implementing the Pre-Collateral Financial Covenantsother 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, the U.S. Borrower and each Domestic Subsidiary Loan Party that constitutes owned real property, no later than 45 days after the Lenders hereby authorize 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 Administrative date of termination of such Collateral Release Period (or, in each case, such later date as the Collateral Agent to enter into such amendmentsshall deem appropriate).

Collateral Release. At least five Business Days (i) Notwithstanding anything contained herein or any other Loan Document to the contrary, all Liens in favor of such shorter period as the Administrative Agent on the Collateral securing the Obligations shall be released upon the satisfaction of the following conditions precedent (the date on which such Liens are released being the “Release Date”): (imay agree) receipt by the Administrative Agent of written notice from the Company at least ten (10) Business Days prior to the Release Date, specifying date of any Asset Sale of any Collateral that would result in the proposed Release Date; (ii) as release of the Release Dateliens or security interests of the Collateral Agent in such Collateral in accordance with the Collateral Agency Agreement, a written notice of release identifying the only Loans outstanding shall be Revolving Loansrelevant assets and the terms of the sale or other disposition in reasonable detail, including an estimate of the Existing Term Loanconsideration paid therefor, if any, and any Incremental Term Loan (expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other than any Incremental Term Loan structured as a term loan B); (iii) as of the Release Date, Credit Documents and that no Default or Event of Default shall have occurred and be continuing; (iv) as of the Release Date, there shall be no Lien on all exists or substantially all of the Collateral that was pari passu to the Liens on the Collateral securing the Obligations immediately prior to the Release Date; (v) immediately will exist after giving pro forma effect to the release of Collateral and all other transactions consummated in connection therewith in contemplation of the Release Date, the Credit Parties shall such transaction. Documents required to be in compliance with the Pre-Collateral Financial Covenants computed as of the end of the period of twelve months most recently ended for which the Company has delivered financial statements pursuant to Section 6.01(a7.1(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: (vii) receipt 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 a certificatethe posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., dated soft copies) of such documents. The Administrative Agent shall have no obligation to request the Release Date delivery of or to maintain paper copies of the documents referred to above, and executed in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Financial Officer 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 Arranger may, but shall not be obligated to, make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the CompanyBorrower hereunder (collectively, confirming “Borrower Materials”) by posting the satisfaction Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the conditions 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 Arranger, the Issuing Lender 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 clauses Section 12.15); (iii), (ivy) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (vz) above; and (vii) this Agreement shall have been amended in accordance with Section 6.11(d)(ii) below. (ii) This Agreement and the other Loan Documents shall be amended prior to or as of the Release Date to implement such changes to this Agreement and the other Loan Documents as the Administrative Agent deems necessary to give effect to the release of Liens contemplated by this Section 6.11(d) (including amendments to this Agreement to replace Sections 7.08 and 7.09 with sections implementing the Pre-Collateral Financial Covenants), and the Lenders hereby authorize Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Administrative Agent to enter into such amendmentsPlatform not designated “Public Side Information.”

Collateral Release. (i) Notwithstanding anything contained herein or any other Loan Document to the contrary, all Liens in favor Effective as of the Administrative Agent on Collateral Release Effective Date (as defined below) the Credit Agreement is hereby amended as follows (collectively, the “Collateral Release Amendments”): (a) By adding the following paragraph at the end of Section 9.09: “Each of the Tranche A Term Lenders, each of the Revolving Credit Lenders and each of the Lenders with respect to any facility under Section 2.14, 2.15 or 2.16 effected after the Second Amendment Effective Date hereby irrevocably authorize and direct the Collateral securing the Obligations shall be released upon the satisfaction of the following conditions precedent (the date Agent to release any Lien on which such Liens are released being the “Release Date”): (i) receipt any property granted to or held by the Administrative Agent of written notice from or the Company at least ten Collateral Agent under any Loan Document (10the “Collateral Suspension”) Business Days prior to the Release Date, specifying the proposed Release Date; if and for so long as (iiI) as all Commitments in respect of the Release DateInitial Term Facility shall have been terminated and all Obligations in respect of the Initial Term Facility shall have been paid in full, (II) the only Loans outstanding Borrower shall be Revolving Loans, have an Investment Grade Rating from either ▇▇▇▇▇’▇ or S&P or a corporate credit rating or corporate family rating of the Existing Term LoanBorrower is not available as a result of Indebtedness of the Borrower receiving an Investment Grade Rating, and (III) the Borrower and its Restricted Subsidiaries shall not have outstanding any Incremental Term Loan Indebtedness for borrowed money secured by a Lien, other than any Lien permitted under Section 7.01 (other than any Incremental Term Loan structured as a term loan Bsuch Lien permitted under clauses (6) (but solely with respect to Indebtedness incurred under Section 7.02(b)(11)), (27) (other than any such Lien being released under this paragraph) and (28) of Section 7.01) (the condition under this clause (III), the “Limited Collateral Release Condition”); (iii) provided that, if on any date following the Collateral Suspension the Limited Collateral Release Condition is no longer satisfied, the Loan Parties shall take all actions, execute all documents, deliver any documents and make any filings, in each case as reasonably requested by the Collateral Agent, to cause any Liens released under this paragraph to be reinstated to secure the Obligations under the Credit Agreement as of such date on substantially identical terms with the Release Date, no Default or Event of Default shall have occurred and be continuing; (iv) as of the Release Date, there shall be no Lien on all or substantially all of the Collateral that was pari passu to the Liens on the Collateral securing the Obligations security provided immediately prior to the Release Date; (v) immediately after giving pro forma effect to the release of Collateral and all other transactions consummated in connection therewith in contemplation of the Release Date, the Credit Parties shall be in compliance with the Pre-Collateral Financial Covenants computed as of the end of the period of twelve months most recently ended for which the Company has delivered financial statements pursuant to Section 6.01(a) or (b); (vi) receipt by the Administrative Agent of a certificate, dated the Release Date and executed by a Financial Officer of the Company, confirming the satisfaction of the conditions set forth in clauses (iii), (iv) and (v) above; and (vii) this Agreement shall have been amended in accordance with Section 6.11(d)(ii) belowSuspension. (ii) This Agreement and the other Loan Documents shall be amended prior to or as of the Release Date to implement such changes to this Agreement and the other Loan Documents as the Administrative Agent deems necessary to give effect to the release of Liens contemplated by this Section 6.11(d) (including amendments to this Agreement to replace Sections 7.08 and 7.09 with sections implementing the Pre-Collateral Financial Covenants), and the Lenders hereby authorize the Administrative Agent to enter into such amendments.”

Collateral Release. (i) Notwithstanding anything contained herein or Immediately upon the commencement of any other Loan Document to Collateral Release Period and without further action of any Person, the contrary, all Liens in favor security interests of the Administrative Agent in the Collateral shall be terminated and released; provided, that, for the avoidance of doubt, the Guaranty shall remain in effect during any such Collateral Release Period. During any Collateral Release Period, (A) the Administrative Agent shall execute and deliver, at the Company’s expense, all documents or other instruments that the Company shall reasonably request to evidence the termination and release of such security interests and shall return all Collateral in their possession to the Company and (B) the Company shall not be required to comply with the Collateral Documents, the terms of Section 7.13(a) and (b), or any other provision in the Loan Documents to the extent such terms require the creation and perfection of security interests or Liens on Collateral. (ii) Upon the termination of any Collateral Release Period, the security interests of the Administrative Agent in the Collateral shall, without any further action on the Collateral securing the Obligations shall be released upon the satisfaction part of the following conditions precedent Administrative Agent or any Loan Party, be reinstated and the provisions of Section 7.13(c)(i) shall no longer apply (until the commencement of a subsequent Collateral Release Period). Within sixty (60) days after the date on which of termination of any Collateral Release Period (or such Liens are released being the “Release Date”): (i) receipt later date as agreed by the Administrative Agent of written notice from the Company at least ten (10) Business Days prior to the Release Date, specifying the proposed Release Date; (ii) as of the Release Datein its sole discretion), the only Loans outstanding shall be Revolving Loans, the Existing Term Loan, and any Incremental Term Loan Parties (other than the Designated Borrowers) shall (A) execute any Incremental Term Loan structured as a term loan B); and all documents, financing statements, agreements and instruments and take all such actions (iiiincluding the filing and recording of financing statements and other documents) as that may be required under applicable Law or that the Administrative Agent shall reasonably request, to reinstate such security interests and to cause Sections 7.13(a) and (b) to be satisfied (all at the expense of the Loan Parties), including with respect to any Loan Parties (other than the Designated Borrowers) or assets that would have been subjected to Sections 7.13(a) and (b) had such terminated Collateral Release DatePeriod not been in effect, no Default or Event of Default shall have occurred and be continuing; (ivB) as of the Release Date, there shall be no Lien on all or substantially all of the Collateral that was pari passu to the Liens on the Collateral securing the Obligations immediately prior to the Release Date; (v) immediately after giving pro forma effect to the release of Collateral and all other transactions consummated in connection therewith in contemplation of the Release Date, the Credit Parties shall be in compliance with the Pre-Collateral Financial Covenants computed as of the end of the period of twelve months most recently ended for which the Company has delivered financial statements pursuant to Section 6.01(a) or (b); (vi) receipt extent reasonably requested by the Administrative agent, provide the Administrative Agent of a certificate, dated and the Release Date and executed by a Financial Officer other holders of the CompanyObligations, confirming the satisfaction of the conditions set forth legal opinions in clauses (iii), (iv) and (v) above; and (vii) this Agreement shall have been amended in accordance with Section 6.11(d)(ii) belowconnection therewith. (iiiii) This Agreement and the other Loan Documents shall may be amended prior to or as upon the commencement of the Collateral Release Date Period or the termination of a Collateral Release Period to implement such changes to this Agreement and the other Loan Documents as the Administrative Agent deems necessary to give effect to the release or reinstatement of Liens the security interests of the Administrative Agent in the Collateral contemplated by this Section 6.11(d) (including amendments to this Agreement to replace Sections 7.08 and 7.09 with sections implementing the Pre-Collateral Financial Covenants7.13(c), and the Lenders hereby authorize the Administrative Agent to enter into such amendments.

Collateral Release. At least five Business Days (i) Notwithstanding anything contained herein or any other Loan Document to the contrary, all Liens in favor of such shorter period as the Administrative Agent on the Collateral securing the Obligations shall be released upon the satisfaction of the following conditions precedent (the date on which such Liens are released being the “Release Date”): (imay agree) receipt by the Administrative Agent of written notice from the Company at least ten (10) Business Days prior to the Release Date, specifying date of any Asset Sale of any Collateral that would result in the proposed Release Date; (ii) as release of the Release Dateliens or security interests of the Collateral Agent in such Collateral in accordance with the Collateral Agency Agreement, a written notice of release identifying the only Loans outstanding shall be Revolving Loansrelevant assets and the terms of the sale or other disposition in reasonable detail, including an estimate of the Existing Term Loanconsideration paid therefor, if any, and any Incremental Term Loan (expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other than any Incremental Term Loan structured as a term loan B); (iii) as of the Release Date, Credit Documents and that no Default or Event of Default shall have occurred and be continuing; (iv) as of the Release Date, there shall be no Lien on all exists or substantially all of the Collateral that was pari passu to the Liens on the Collateral securing the Obligations immediately prior to the Release Date; (v) immediately will exist after giving pro forma effect to the release of Collateral and all other transactions consummated in connection therewith in contemplation of the Release Date, the Credit Parties shall such transaction. Documents required to be in compliance with the Pre-Collateral Financial Covenants computed as of the end of the period of twelve months most recently ended for which the Company has delivered financial statements pursuant to Section 6.01(a7.1(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: (vii) receipt 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 a certificatethe posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., dated soft copies) of such documents. The Administrative Agent shall have no obligation to request the Release Date delivery of or to maintain paper copies of the documents referred to above, and executed in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Financial Officer 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 CompanyBorrower hereunder (collectively, confirming “Borrower Materials”) by posting the satisfaction Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the conditions 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 clauses Section 12.15); (iii), (ivy) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (vz) above; and (vii) this Agreement shall have been amended in accordance with Section 6.11(d)(ii) below. (ii) This Agreement and the other Loan Documents shall be amended prior to or as of the Release Date to implement such changes to this Agreement and the other Loan Documents as the Administrative Agent deems necessary to give effect to the release of Liens contemplated by this Section 6.11(d) (including amendments to this Agreement to replace Sections 7.08 and 7.09 with sections implementing the Pre-Collateral Financial Covenants), and the Lenders hereby authorize 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 Administrative Agent to enter into such amendmentsPlatform not designated “Public Side Information.”

Collateral Release. (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) Notwithstanding anything contained herein release or any other Loan Document otherwise terminate its liens on such Revolving Primary Collateral (to the contrarysame extent that the Revolving Agent shall release or terminate its liens on such Collateral), all Liens in favor to the extent such Revolving Primary Collateral is to be sold or otherwise disposed of the Administrative Agent on the Collateral securing the Obligations shall be released upon the satisfaction of the following conditions precedent (the date on which such Liens are released being the “Release Date”): either by (i) receipt by the Administrative Revolving Agent of written notice from the Company at least ten (10) Business Days prior to the Release Dateor its agents, specifying the proposed Release Date; or (ii) as any Credit Party with the consent of the Release Date, the only Loans outstanding shall be requisite Revolving Loans, the Existing Term Loan, and any Incremental Term Loan (other than any Incremental Term Loan structured as a term loan B); (iii) as of the Release Date, no Default or Event of Default shall have occurred and be continuing; (iv) as of the Release Date, there shall be no Lien on all or substantially all of the Collateral that was pari passu to the Liens on the Collateral securing the Obligations immediately prior to the Release Date; (v) immediately after giving pro forma effect to the release of Collateral and all other transactions consummated in connection therewith in contemplation of the Release Date, the Credit Parties shall be in compliance with the Pre-Collateral Financial Covenants computed as of the end of the period of twelve months most recently ended for which the Company has delivered financial statements pursuant to Section 6.01(a) or (b); (vi) receipt by the Administrative Agent of a certificate, dated the Release Date and executed by a Financial Officer of the Company, confirming the satisfaction of the conditions set forth in clauses (iii), (iv) and (v) above; and (vii) this Agreement shall have been amended in accordance with Section 6.11(d)(ii) below.Lenders; (ii) This deliver such release documents as the Revolving Agent may reasonably 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) 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 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 such release, termination and/or consent by the Term Loan Agent under clause (a) above shall be subject to (i) the sale or other disposition of the Revolving Primary Collateral described in such request on the terms described in such request or on substantially similar terms and in a commercially reasonable manner, (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 (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), 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 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 Term Loan Agent of such release documents from the Revolving Agent, the Term Loan Agent shall promptly return all release documents to the Revolving Agent; and (iii) be deemed to have consented under the 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 (30) days of receipt by the Term Loan Documents Agent of the relevant release documents from the Revolving Agent. (d) The effectiveness of any such release, termination and/or consent by the Revolving Agent under clause (c) above shall be amended prior subject to (i) the sale or as other disposition of the Release Date Term Loan Primary Collateral described in such request on the terms described in such request or on substantially similar terms and in a commercially reasonable manner, (ii) the application of all of the net proceeds of such sale or other disposition promptly by the Term Loan Agent or the Revolving Agent as specified in SECTION 2.3(B) hereof and Section 12.4 of the Term Loan Agreement (as in effect on the date hereof) to implement such changes to this Agreement reduce the Priority Term Loan Debt and (iii) the other Loan Documents as rights of the Administrative Revolving Agent deems necessary to give effect to the release of Liens contemplated by this Section 6.11(d) (including amendments to this Agreement to replace Sections 7.08 and 7.09 with sections implementing the Pre-Collateral Financial Covenantsunder SECTION 2.9(B), and the Lenders hereby authorize the Administrative Agent to enter into such amendments.