Common use of Collateral Release Clause in Contracts

Collateral Release. (a) At such time as the Secured Obligations have been paid in full (and all commitments of the Lenders to advance Loans hereunder have been terminated) and fully performed, the Collateral shall be automatically released from the Liens created hereby, and the Collateral Documents and all Guarantees and obligations (other than those expressly stated to survive such termination) of each Loan Party and each Secured Party under the Facility Documents shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Loan Parties. At the reasonable written request and sole expense of any Loan Party following any such termination, each Lender party hereto authorizes Agent to and Agent shall promptly deliver to the Loan Parties any Collateral held by Agent under the Facility Documents and execute and deliver to the Loan Parties such documents (including authorization to file UCC termination statements) as the Loan Parties shall reasonably request in writing to evidence such termination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Loan Party in a transaction expressly permitted hereunder, then the security interest in, and Liens created hereunder on, such Collateral shall be automatically released. The Lenders hereby authorize Agent to and Agent, at the reasonable written request and sole expense of Loan Parties, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable to evince or effectuate the release of the Liens created under the Collateral Documents on such Collateral. A Loan Party shall automatically be released from its obligations hereunder in the event that all the Stock of such Loan Party shall be sold, transferred or otherwise disposed of in a transaction expressly permitted hereunder (in each case, other than to any Loan Parties). The Lenders hereby authorize Agent to and Agent, at the reasonable written request and sole expense of Loan Parties, shall execute and deliver to such Loan Parties all releases or other documents reasonably necessary or desirable to evince or effectuate the release of such Loan Party from its obligations created under the Facility Documents; provided that Borrower shall have delivered to Agent, with reasonable written notice prior to the date of the proposed release, a written request for release identifying the relevant Loan Party and the terms of the sale or other disposition in reasonable detail, including the price thereof and estimated expenses in connection therewith, together with a certification by Borrower stating that such transaction is in compliance with (and is permitted by) the Facility Agreement and the other Facility Documents.

Collateral Release. (a) At such time as Immediately upon the Secured Obligations have been paid in full (and all commitments commencement of any Collateral Release Period, the security interests of the Lenders to advance Loans hereunder have been terminated) Collateral Agent and fully performed, the other Secured Parties in the Collateral shall be automatically released from terminated and released; PROVIDED that the Liens created hereby, and the Collateral Documents and all Guarantees and obligations (other than those expressly stated to survive such termination) Guarantee of each Loan Party and each Secured Party under of the Facility Documents shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert Obligations pursuant to the Loan PartiesDocuments shall remain in effect during any such Collateral Release Period. At During any Collateral Release Period, the reasonable written Administrative Agent and the Collateral Agent shall execute and deliver, at the Borrower's expense, all documents or other instruments that the Borrower shall reasonably request to evidence the termination and sole expense release of such security interests and shall return all Collateral in their possession to the Borrower. During any Collateral Release Period, Holdings and the Borrower shall not be required to comply with the terms of Sections 6.11 or 6.13, in each case to the extent such terms require the creation and perfection of security interests or Liens on Collateral (it being understood that Holdings and the Borrower shall continue to be required to comply with the terms of Section 6.11 that require the provision of Guarantees by Loan Parties in respect of the Obligations). Upon the termination of any Collateral Release Period, the security interests of the Collateral Agent and the Secured Parties in the Collateral shall, without any further action on the part of the Administrative Agent, the Collateral Agent, the Secured Parties or any Loan Party Party, be reinstated and the provisions of the immediately preceding paragraph shall no longer apply (until the commencement of a subsequent Collateral Release Period). Promptly following any such termination, each Lender party hereto authorizes Agent to and Agent shall promptly deliver to the Loan Parties termination of any Collateral held by Agent under the Facility Documents and execute and deliver to the Loan Parties such documents (including authorization to file UCC termination statements) as 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 and other documents) that may be required under applicable law or that the Administrative Agent or Collateral Agent shall reasonably request in writing request, to evidence reinstate such termination. security interests and to cause the Collateral and Guarantee Requirement to be satisfied (b) If any all at the expense of the Collateral shall be sold, transferred or otherwise disposed of by any Loan Party in a transaction expressly permitted hereunder, then the security interest in, and Liens created hereunder on, such Collateral shall be automatically released. The Lenders hereby authorize Agent to and Agent, at the reasonable written request and sole expense of Loan Parties, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable to evince or effectuate the release of the Liens created under the Collateral Documents on such Collateral. A Loan Party shall automatically be released from its obligations hereunder in the event that all the Stock of such Loan Party shall be sold, transferred or otherwise disposed of in a transaction expressly permitted hereunder (in each case, other than to any Loan Parties). The Lenders hereby authorize Agent , including with respect to any Subsidiaries or assets that would have been subjected to the Collateral and Agent, at the reasonable written request and sole expense of Loan Parties, Guarantee Requirement under Section 6.11 had such terminated Collateral Release Period not been in effect; PROVIDED that all such actions shall execute and deliver to such Loan Parties all releases or other documents reasonably necessary or desirable to evince or effectuate the release of such Loan Party from its obligations created under the Facility Documents; provided that Borrower shall have delivered to Agent, with reasonable written notice prior to be completed no later than 30 days after the date of termination of such Collateral Release Period (or such later date as the proposed release, a written request for release identifying the relevant Loan Party and the terms of the sale or other disposition in reasonable detail, including the price thereof and estimated expenses in connection therewith, together with a certification by Borrower stating that such transaction is in compliance with (and is permitted by) the Facility Agreement and the other Facility DocumentsCollateral Agent shall deem appropriate).

Collateral Release. (a) At such time as Immediately upon the Secured Obligations have been paid in full (and all commitments commencement of any Collateral Release Period, the security interests of the Lenders to advance Loans hereunder have been terminated) Collateral Agent and fully performed, the other Secured Parties in the Collateral shall automatically be automatically released from terminated and released; provided that the Liens created hereby, and the Collateral Documents and all Guarantees and obligations (other than those expressly stated to survive such termination) Guarantee of each Loan Party and each Secured Party under of the Facility Documents shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert Obligations pursuant to the Loan Parties. At the reasonable written request and sole expense of any Loan Party following Documents shall remain in effect during any such terminationCollateral Release Period. During any Collateral Release Period, each Lender party hereto authorizes the Administrative Agent to and the Collateral Agent shall promptly deliver to the Loan Parties any Collateral held by Agent under the Facility Documents and execute and deliver to deliver, at the Loan Parties such U.S. Borrower's expense, all documents (including authorization to file UCC termination statements) as or other instruments that the Loan Parties U.S. Borrower shall reasonably request in writing to evidence the termination and release of such terminationsecurity interests and shall return all Collateral in their possession to the U.S. Borrower. (b) If 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 soldreinstated 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, transferred 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 otherwise disposed 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 in a transaction expressly permitted hereunderParty, then no later than 90 days after the security interest in, and Liens created hereunder on, date of termination of such Collateral shall be automatically released. The Lenders hereby authorize Agent to and AgentRelease Period (or, at the reasonable written request and sole expense of Loan Parties, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable to evince or effectuate the release of the Liens created under the Collateral Documents on such Collateral. A Loan Party shall automatically be released from its obligations hereunder in the event that all the Stock of such Loan Party shall be sold, transferred or otherwise disposed of in a transaction expressly permitted hereunder (in each case, other than to any Loan Partiessuch later date as the Collateral Agent shall deem appropriate). The Lenders hereby authorize Agent to and Agent, at the reasonable written request and sole expense of Loan Parties, shall execute and deliver to such Loan Parties all releases or other documents reasonably necessary or desirable to evince or effectuate the release of such Loan Party from its obligations created under the Facility Documents; provided that Borrower shall have delivered to Agent, with reasonable written notice prior to the date of the proposed release, a written request for release identifying the relevant Loan Party and the terms of the sale or other disposition in reasonable detail, including the price thereof and estimated expenses in connection therewith, together with a certification by Borrower stating that such transaction is in compliance with (and is permitted by) the Facility Agreement and the other Facility Documents.

Collateral Release. (ai) At such time as the Secured Obligations have been paid in full (The lien and all commitments of the Lenders to advance Loans security interest created hereunder have been terminated) and fully performed, the Collateral shall be automatically released from (A) with respect to all Collateral upon the Liens created hereby, and the Collateral Documents and payment in full of all Guarantees and obligations Obligations (other than those expressly stated inchoate indemnity obligations and any other obligations which, by their terms, are to survive such terminationthe termination of this Agreement), (B) of each Loan Party and each Secured Party under the Facility Documents shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights with respect to the Collateral shall revert to the Loan Parties. At the reasonable written request and sole expense of any Loan Party following any such termination, each Lender party hereto authorizes Agent to and Agent shall promptly deliver to the Loan Parties any Collateral held by Agent under the Facility Documents and execute and deliver to the Loan Parties such documents (including authorization to file UCC termination statements) as the Loan Parties shall reasonably request in writing to evidence such termination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Loan Party in a transaction expressly permitted hereunder, then the security interest in, and Liens created hereunder on, such Collateral shall be automatically released. The Lenders hereby authorize Agent to and Agent, at the reasonable written request and sole expense of Loan Parties, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable to evince or effectuate the release of the Liens created under the Collateral Documents on such Collateral. A Loan Party shall automatically be released from its obligations hereunder in the event that all the Stock of such Loan Party shall be sold, transferred sold or otherwise disposed of in full (and not, for the avoidance of doubt, any Collateral that is subject to any license (including any Permitted License), lease or similar arrangement pursuant to which a transaction expressly permitted hereunder (in each caseCredit Party retains title to Collateral) to any Person, other than a Credit Party, pursuant to any Loan Parties)a Transfer expressly permitted pursuant to Section 7.1, on the date the applicable transaction is consummated, or (C) if otherwise approved, authorized or ratified in writing by Agent in its sole discretion. The Lenders hereby authorize Upon such release, Agent to shall, upon the reasonable request and Agent, at the reasonable written request sole cost and sole expense of Loan the Credit Parties, shall execute assign, transfer and deliver to Borrower, against receipt and without recourse to or warranty by Agent, such Loan Parties all releases Collateral or other any part thereof, which shall be released in accordance with customary documents reasonably necessary and instruments (including without limitation UCC-3 termination financing statements or desirable to evince or effectuate releases) acknowledging the release of such Loan Party Collateral; provided however that (x) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, (y) with respect to clause (a) above, Agent shall not be deemed to have released its liens unless it has received a payoff letter in form and substance reasonably satisfactory to it, and (z) with respect to clause (b) above, such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than the Liens being expressly released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any such Transfer, sale or similar transaction, all of which shall continue to constitute part of the Collateral. (ii) Notwithstanding the foregoing, Agent hereby agrees to promptly (but in any event within five (5) Business Days of a request from Credit Parties) release its obligations created under lien and security interest in respect of Intellectual Property rights that are exclusively licensed pursuant to and in accordance with clauses (c) and (d) of the Facility Documentsdefinition of Permitted License pursuant to lien release documentation reasonably requested by Credit Parties; provided that Borrower (A) in no event shall have delivered Agent be required to Agent, with reasonable written notice prior release its Lien on or security in respect of any U.S. registered Intellectual Property or any U.S. rights to the date or in respect of any Intellectual Property that is subject to an exclusive license pursuant to clause (c) of the proposed releasedefinition of Permitted License, a written request for (B) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release identifying of such Liens without recourse or warranty and (C) in all cases, such release shall not in any manner discharge, affect or impair the relevant Loan Party and Obligations or any Liens (other than the terms Liens being expressly released) upon (or obligations of the sale or other disposition Credit Parties in reasonable detailrespect of) all interests retained by the Credit Parties, including all IP Proceeds and any other proceeds of any such Permitted License, all of which shall continue to constitute part of the price thereof and estimated expenses in connection therewith, together with a certification by Borrower stating that such transaction is in compliance with (and is permitted by) the Facility Agreement and the other Facility DocumentsCollateral.