Common use of Possession, Use and Release of Collateral Clause in Contracts

Possession, Use and Release of Collateral. (a) Each Holder, by accepting a Note, consents and agrees to the provisions of the Note Documents governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of the Security Documents. (b) The Liens on the Collateral in favor of the Collateral Agent with respect to all Note Obligations of the Issuer and the Guarantors secured by such Collateral will be released automatically and unconditionally: (1) upon payment in full of all outstanding Notes and all other amounts due under this Indenture (including any Guarantee), the Collateral Agency Agreement and the Notes; (2) upon legal defeasance or satisfaction and discharge of the Notes as set forth under Articles 8 and 11, respectively; (3) as to any Collateral that constitutes all or substantially all of the Collateral, with the consent of the holders of at least two-thirds in principal amount of the Notes then outstanding; (4) to enable the Issuer and/or any Guarantor to consummate the disposition of property or assets to a Person other than the Issuer or a Guarantor (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notes) to the extent not prohibited under Section 4.10; (5) in the case of a sale or other transfer as part of or in connection with an Asset Sale by the Issuer or any Guarantor to a Person other than the Issuer or a Guarantor (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notes) in a transaction permitted hereunder; (6) with respect to any Collateral owned by a Guarantor whose Capital Stock is sold or otherwise disposed of in accordance with the terms of this Indenture to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, upon such sale or other disposition; (7) upon the occurrence of a Covenant Suspension Event, provided that, if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall terminate and the Issuer will take all actions reasonably necessary to provide that the Notes and any Guarantees shall be secured on a first-priority basis (subject to permitted encumbrances) by Liens on the Collateral within 120 days after such Reversion Date or as soon as reasonably practicable thereafter (but in each case, subject to all limitations and exclusions set forth herein and in the Security Documents); (8) with respect to property or other assets owned by a Guarantor that is released from its Guarantee pursuant to the terms of this Indenture, concurrently upon the release from such Guarantee; (9) with respect to property or other assets that does not constitute Collateral (or ceases to constitute Collateral) (including by being or becoming an Excluded Asset); and (10) as required by the terms of any Applicable Intercreditor Agreement (including if consent to release all Liens on Collateral has been given by the Majority Agent, acting in accordance with the First Lien Financing Document(s) for the series of First Lien Obligations with respect to which it is acting in such capacity, pursuant to the First Lien Intercreditor Agreement). (c) At the request of the Issuer, and upon delivery of an Officer’s Certificate and Opinion of Counsel delivered to the Trustee in accordance with in the requirements specified in this Indenture, the Trustee will execute and deliver any documents, instructions or instruments evidencing the consent of the Holders (and the Holders will be deemed to have consented to and authorized the Trustee to execute and deliver any such documentation, instructions or instruments) to any permitted release contemplated by Section 12.04(b). Each Holder of Notes, by its acceptance of a Note, is deemed to have irrevocably consented to and authorized the Trustee and the Collateral Agent to execute and deliver any such documentation, instructions or instruments relating to any such permitted release under this Indenture or the Security Documents. (d) The Collateral Agent or the Trustee, as applicable, shall execute and deliver all such authorizations, instructions and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Agent or the Trustee, as applicable, to execute and deliver any such authorization, instruction or instrument and take any such action) under the Security Documents or otherwise as may be reasonably requested in writing by the Issuer, at the cost of the Issuer, to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(b); provided that the Trustee and the Collateral Agent shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate in connection with any such request of the Issuer related to the release of any Collateral.

Possession, Use and Release of Collateral. (a) Each Holder, by accepting a Note, consents and agrees to the provisions of the Note Documents governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of the Security Documents. (b) The Liens on the Collateral in favor of the Collateral Agent with respect to all Note Obligations obligations of the Issuer and the Guarantors secured by such Collateral will be released automatically and unconditionally: (1) upon payment in full of all outstanding Notes and all other amounts due under this Indenture (including any Guarantee), the Collateral Agency Agreement and the Notes; (2) upon legal defeasance or satisfaction and discharge of the Notes as set forth under Articles 8 and 11, respectively; (3) as to any Collateral that constitutes all or substantially all of the Collateral, with the consent of the holders of at least two-thirds in principal amount of the Notes then outstanding; (4) to enable the Issuer and/or any Guarantor to consummate the disposition of property or assets to a Person other than the Issuer or a Guarantor (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notes) to the extent not prohibited under Section 4.10; (5) in the case of a sale or other transfer as part of or in connection with an Asset Sale by the Issuer or any Guarantor to a Person other than the Issuer or a Guarantor (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notes) in a transaction permitted hereunder; (6) with respect to any Collateral owned by a Guarantor whose Capital Stock is sold or otherwise disposed of in accordance with the terms of this Indenture to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, upon such sale or other disposition; (7) upon the occurrence of a Covenant Suspension Event, provided that, if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall terminate and the Issuer will take all actions reasonably necessary to provide that the Notes and any Guarantees shall be secured on a first-priority basis (subject to permitted encumbrances) by Liens on the Collateral within 120 days after such Reversion Date or as soon as reasonably practicable thereafter (but in each case, subject to all limitations and exclusions set forth herein and in the Security Documents); (8) with respect to property or other assets owned by a Guarantor that is released from its Guarantee pursuant to the terms of this Indenture, concurrently upon the release from such Guarantee; (9) with respect to property or other assets that does not constitute Collateral (or ceases to constitute Collateral) (including by being or becoming an Excluded Asset); and (10) as required by the terms of any Applicable Intercreditor Agreement (including if consent to release all Liens on Collateral has been given by the Majority Agent, acting in accordance with the First Lien Financing Document(s) for the series of First Lien Obligations with respect to which it is acting in such capacity, pursuant to the First Lien Intercreditor Agreement). (c) At the request of the Issuer, and upon delivery of an Officer’s Certificate and Opinion of Counsel delivered to the Trustee in accordance with in the requirements specified in this Indenture, the Trustee will execute and deliver any documents, instructions or instruments evidencing the consent of the Holders (and the Holders will be deemed to have consented to and authorized the Trustee to execute and deliver any such documentation, instructions or instruments) to any permitted release contemplated by Section 12.04(b). Each Holder of Notes, by its acceptance of a Note, is deemed to have irrevocably consented to and authorized the Trustee and the Collateral Agent to execute and deliver any such documentation, instructions or instruments relating to any such permitted release under this Indenture or the Security Documents. (d) The Collateral Agent or the Trustee, as applicable, shall execute and deliver all such authorizations, instructions and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Agent or the Trustee, as applicable, to execute and deliver any such authorization, instruction or instrument and take any such action) under the Security Documents or otherwise as may be reasonably requested in writing by the Issuer, at the cost of the Issuer, to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(b); provided that the Trustee and the Collateral Agent shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate in connection with any such request of the Issuer related to the release of any Collateral.