Common use of Collateral Release Clause in Contracts

Collateral Release. In addition to any provisions of the Security Documents, each of the Secured Parties irrevocably authorize the Collateral 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 deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such release or subordination and (ii) deliver to the Credit Parties any portion of such Collateral so released in possession of the Collateral Agent.

Collateral Release. In addition to any provisions of the Security Documents, each of the Secured Parties irrevocably authorize the Collateral Agent, The Administrative Agent and the Collateral Agent hereby agrees,Lenders agree: (a) to release that any Lien on any property granted to or held by the Collateral Administrative Agent under any Credit Loan Document shall be automatically released (i) upon termination of the Final DateCommitments and payment 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), (ii) that when such property is sold or disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Security Loan Document or any Recovery Event, in each case to a Person that is not a Credit Party, including the Equity Interests and property of any Subsidiary Guarantor that wasnot, or is not required to bebecome, sold a Loan Party, or disposed in a transaction permitted hereunder, (iii) that constitutes “Excluded Property” (as such term is defined approved in the Security Agreement) or (iv) as otherwise provided for in the Intercreditor Agreement and any other Acceptable Intercreditor Agreementaccordance with Section 11.01; (b) to release any Subsidiary Guarantor from its obligations under this Agreement and the other Credit Documents if extent required by the holder of such Person ceases Lien pursuant to be a Subsidiarythe terms of the instrument or document evidencing the Indebtedness secured by such Lien, 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 Administrative Agent under any Credit Loan Document to the holder of any Lien on such property that is permitted by Section 8.02(a)(iv); and (c) to release any Guarantor from its obligations under the Loan Documents (including releasing all Liens granted pursuant by such Person under the Collateral Documents) if such Person ceases to clauses be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. The Administrative Agent shall promptly execute and deliver such documents and release instruments and subordination agreements (fincluding UCC-3 amendments and releases), (r) or (u) of in form and substance satisfactory to the definition of “Permitted Liens”. Upon request Administrative Agent, as may be reasonably requested 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 Company in connection with which the any Credit Party is seeking a releases and subordination of Liens referred to in clauses (a) through (c) above, and all expenses in preparing and filing such documents, release of Collateral under this Section 12.12. In connection with any release or subordination pursuant to this Section 12.12, instruments and agreements shall be borne by the Collateral Agent shall promptly (i) execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such release or subordination and (ii) deliver to the Credit Parties any portion of such Collateral so released in possession of the Collateral AgentCompany.

Collateral Release. In addition At least five Business Days (or such shorter period as the Administrative Agent may agree) prior to the date of any provisions Asset Sale of any Collateral that would result in the release of the Security Documents, each liens or security interests of the Secured Parties irrevocably authorize the Collateral Agent, and the Collateral Agent hereby agrees, (a) to release any Lien on any property granted to or held by in such Collateral in accordance with the Collateral Agent under any Credit Document (i) upon Agency Agreement, a written notice of release identifying the Final Date, (ii) that is sold or disposed relevant assets and the terms of or to be sold or disposed of as part of or in connection with any the sale or other disposition permitted hereunder or under any other Security Document to a Person that is not a Credit Partyin reasonable detail, including an estimate of the Equity Interests and property of any Subsidiary Guarantor that wasconsideration paid therefor, or is to beif any, 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 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 if and that no Default or Event of Default exists or will exist after giving effect to such Person ceases transaction. Documents required 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 delivered pursuant to clauses (f), (rSection 7.1(a) or (ub) of or Section 7.1(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on 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 date (i) execute 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 Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably Lender upon its request to evidence the Borrower to deliver such release paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or subordination such Lender and (ii) deliver 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 Credit Parties 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 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 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 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 Section 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of such Collateral so released in possession the Platform designated “Public Side Information;” and (z) the Administrative Agent and the 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 Collateral AgentPlatform not designated “Public Side Information.”

Collateral Release. In addition At least five Business Days (or such shorter period as the Administrative Agent may agree) prior to the date of any provisions Asset Sale of any Collateral that would result in the release of the Security Documents, each liens or security interests of the Secured Parties irrevocably authorize the Collateral Agent, and the Collateral Agent hereby agrees, (a) to release any Lien on any property granted to or held by in such Collateral in accordance with the Collateral Agent under any Credit Document (i) upon Agency Agreement, a written notice of release identifying the Final Date, (ii) that is sold or disposed relevant assets and the terms of or to be sold or disposed of as part of or in connection with any the sale or other disposition permitted hereunder or under any other Security Document to a Person that is not a Credit Partyin reasonable detail, including an estimate of the Equity Interests and property of any Subsidiary Guarantor that wasconsideration paid therefor, or is to beif any, 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 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 if and that no Default or Event of Default exists or will exist after giving effect to such Person ceases transaction. Documents required 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 delivered pursuant to clauses (f), (rSection 7.1(a) or (ub) of or Section 7.1(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on 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 date (i) execute 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 Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably Lender upon its request to evidence the Borrower to deliver such release paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or subordination such Lender and (ii) deliver 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 Credit Parties 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 such Collateral so released in possession 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 Collateral AgentPlatform not designated “Public Side Information.”

Collateral Release. In addition to any provisions of the Security Documents, each of the Secured Parties irrevocably authorize the Collateral Agent, and the Collateral Agent hereby agrees, (a) Following the occurrence of a Revolving Release Event, upon the request of the Revolving Agent with respect to release any Lien 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 any property granted to or held by behalf of the Collateral Agent under any Credit Document Term Loan Lenders shall: (i) upon release or otherwise terminate its liens on such Revolving Primary Collateral (to the Final Datesame 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 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 sold or disposed of or 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 part of or the Term Loan Agent may reasonably require in connection with any 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 permitted hereunder or under any other Security Document to a Person that is does not a Credit Party, including occur within thirty (30) days of receipt by the Equity Interests and property Term Loan Agent of the relevant release documents from the Revolving Agent. (d) The effectiveness of any Subsidiary Guarantor that wassuch release, termination and/or consent by the Revolving Agent under clause (c) above shall be subject to (i) the sale or is to be, sold other disposition of the Term Loan Primary Collateral described in such request on the terms described in such request or disposed on substantially similar terms and in a transaction permitted hereundercommercially 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 reduce the Priority Term Loan Debt and (iii) that constitutes “Excluded Property” (as such term is defined in the Security Agreement) or (iv) as otherwise provided for in rights of 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 Revolving Agent under any Credit Document to the holder of any Lien on such property that is granted pursuant to clauses (fSECTION 2.9(B), (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 deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such release or subordination and (ii) deliver to the Credit Parties any portion of such Collateral so released in possession of the Collateral Agent.

Collateral Release. In addition (a) Subject to any provisions Section 10.5(b), following the occurrence of a Release Event in which the Revolving Credit Agent acts as “Priority Lien Agent”, upon the request of the Security DocumentsRevolving Credit Agent with respect to the Collateral identified in such request (which request shall include copies of all documentation (including purchase agreements and any other relevant supporting documentation) related to such sale or disposition, the Term Loan Agent on behalf of the Term Loan Lenders shall: (i) release, 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) the Revolving Credit Agent, its agents or with the consent of the 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 is not consummated within ten (10) days of receipt by the Revolving Credit Agent of such release documents from the Term Loan Agent, 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 receipt by the Revolving Credit Agent of the relevant release, discharge and Lien termination documents from the 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 of the Collateral described in such request on the terms described in such request or on substantially similar terms and, with respect to dispositions conducted by the Revolving Credit Agent or its 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. (b) Following the earlier of the Bank Loan Termination Date and the Term Loan Remedies Exercise Date, in respect of any 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 Collateral identified in such request (which request shall include copies of all documentation (including purchase agreements and any other relevant supporting documentation) related to such sale or disposition, the Revolving Credit Agent on behalf of the applicable Secured Parties shall: (i) release, 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) the Term Loan Agent or its agents or with the consent of the Term Loan Agent, or (B) 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, the Term Loan Agent shall promptly return all such release documents to the Revolving Credit 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 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 effectiveness of any such release, discharge, termination and/or consent by the Revolving Credit Agent shall be subject to (i) the sale or other disposition of the Collateral described in such request on the terms described in such request or on substantially similar terms and, with respect to dispositions conducted by the Term Loan Agent or its 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 itself and on behalf of the Revolving Credit Secured Parties irrevocably authorize the Collateral AgentParties, and the Collateral Agent hereby agrees, (a) to Term Loan Agent, for itself and on behalf of the Term Loan Lenders, shall release any Lien of its Liens on any property granted to part of the Collateral, or held 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 Agent under any Credit Document (i) upon the Final Date, (ii) that is sold or disposed of or to be sold or disposed automatically, unconditionally and simultaneously released on the day that the other agent shall release its Liens on such Collateral; provided, further, that, the Net Proceeds of as part of or in connection with any such sale or other disposition permitted hereunder shall be applied promptly by the Revolving Credit Agent 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 SubsidiaryTerm Loan Agent, as a result of a transaction permitted hereunder; and (capplicable, as specified in Section 2.1(a) 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 deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such release or subordination and (ii) deliver to the Credit Parties any portion of such Collateral so released in possession of the Collateral Agenthereof.

Collateral Release. In addition to any provisions of the Security Documents, each of the Secured Parties irrevocably authorize the Collateral 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, 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 deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such release or subordination and (ii) deliver to the Credit Parties any portion of such Collateral so released in possession of the Collateral Agent.

Collateral Release. In addition to any provisions Effective as of the Security DocumentsCollateral 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 Secured Parties 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 the Collateral Agent, and direct the Collateral Agent hereby agrees, (a) to release any Lien on any property granted to or held by the Collateral Administrative 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 Loan Document to (the holder “Collateral Suspension”) if and for so long as (I) all Commitments in respect of the Initial Term Facility shall have been terminated and all Obligations in respect of the Initial Term Facility shall have been paid in full, (II) the Borrower shall have an Investment Grade Rating from either ▇▇▇▇▇’▇ or S&P or a corporate credit rating or corporate family rating of the Borrower 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 Indebtedness for borrowed money secured by a Lien, other than any Lien on permitted under Section 7.01 (other than any such property that is granted pursuant to Lien permitted under clauses (f6) (but solely with respect to Indebtedness incurred under Section 7.02(b)(11)), (r27) or (uother than any such Lien being released under this paragraph) and (28) of Section 7.01) (the definition of condition under this clause (III), the “Permitted LiensLimited Collateral Release Condition”. Upon request ); 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 at Agent, to cause any time, Liens released under this paragraph to be reinstated to secure the Borrower will provide an officer’s certificate confirming the permissibility Obligations under the Credit Documents Agreement as of any transaction in connection such date on substantially identical terms 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 security provided immediately prior to this Section 12.12, the Collateral Agent shall promptly (i) execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such release or subordination and (ii) deliver to the Credit Parties any portion of such Collateral so released in possession of the Collateral AgentSuspension.”

Collateral Release. In addition to any provisions of the Security Documents, each of the Secured Parties irrevocably authorize the Collateral 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) The lien and security interest created hereunder shall be automatically released (A) with respect to all Collateral upon the Final Datepayment in full of all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement), (iiB) with respect to any Collateral sold or otherwise disposed of in full (and not, for the avoidance of doubt, any Collateral that is sold subject to any license (including any Permitted License), lease or disposed of or similar arrangement pursuant to be sold or disposed of as part of or in connection with which a Credit Party retains title to Collateral) to any sale or Person, other disposition permitted hereunder or under any other Security Document to a Person that is not than a Credit Party, including pursuant to a Transfer expressly permitted pursuant to Section 7.1, on the Equity Interests and property of any Subsidiary Guarantor that wasdate the applicable transaction is consummated, or is (C) if otherwise approved, authorized or ratified in writing by Agent in its sole discretion. Upon such release, Agent shall, upon the reasonable request and at the sole cost and expense of the Credit Parties, assign, transfer and deliver to beBorrower, sold against receipt and without recourse to or disposed warranty by Agent, such Collateral or any part thereof, which shall be released in a transaction permitted hereunderaccordance with customary documents and instruments (including without limitation UCC-3 termination financing statements or releases) acknowledging the release of such 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, (iiiy) that constitutes “Excluded Property” with respect to clause (as such term is defined a) above, Agent shall not be deemed to have released its liens unless it has received a payoff letter in the Security Agreementform and substance reasonably satisfactory to it, and (z) or (iv) as otherwise provided for in the Intercreditor Agreement and any other Acceptable Intercreditor Agreement; 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 release constitute part of the Collateral. (ii) Notwithstanding the foregoing, Agent hereby agrees to promptly (but in 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 event within five (5) Business Days of a transaction permitted hereunder; and request from Credit Parties) release its lien and security interest in respect of Intellectual Property rights that are exclusively licensed pursuant to and in accordance with clauses (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 and (f), (r) or (ud) of the definition of “Permitted Liens”. Upon request License pursuant to lien release documentation reasonably requested by the Collateral Credit Parties; provided that (A) in no event shall Agent at any time, the Borrower will provide an officer’s certificate confirming the permissibility under the Credit Documents be required to release its Lien on or security in respect of any transaction U.S. registered Intellectual Property or any U.S. rights to or in connection with which respect of any Intellectual Property that is subject to an exclusive license pursuant to clause (c) of the definition of Permitted License, (B) Agent shall not be required to execute any Credit Party is seeking a 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 Collateral under this Section 12.12. In connection with any release such Liens without recourse or subordination pursuant to this Section 12.12warranty and (C) in all cases, the Collateral Agent shall promptly (i) execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such release shall not in any manner discharge, affect or subordination and impair the Obligations or any Liens (iiother than the Liens being expressly released) deliver to upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including all IP Proceeds and any portion other proceeds of any such Collateral so released in possession Permitted License, all of which shall continue to constitute part of the Collateral AgentCollateral.