Common use of Use and Release of Collateral Clause in Contracts

Use and Release of Collateral. Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have commenced enforcement of remedies under the Security Documents, the Issuer and the Guarantors will have the right under the Note Documents to remain in possession and retain exclusive control of the Collateral, to freely operate the Collateral and to collect, invest and dispose of any income therefrom. The Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the Obligations under the Notes and the Notes Guarantees under any one or more of the following circumstances: (1) in connection with asset dispositions to Persons that are not (and are not required to be) the Issuer or any Guarantor (or any Restricted Subsidiary to the extent a Restricted Subsidiary of the Parent but not the Issuer), to the extent such dispositions are permitted, or not prohibited, by Section 4.10; (2) if any Guarantor is released from its Notes Guarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), that Guarantor’s assets will also be released from the Liens securing the Obligations under the Notes and the Notes Guarantees; (3) if required in accordance with the terms of the Intercreditor Agreement in connection with any Enforcement Action by any First Lien Representative or any First Lien Collateral Agent or any other exercise of any First Lien Representative’s or any First Lien Collateral Agent’s remedies in respect of the Collateral, or in connection with any disposition permitted hereunder; (4) as ordered pursuant to Applicable Law under a final and nonappealable order or judgment of a court of competent jurisdiction; or (5) in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions of Article 9. The Liens securing the Obligations under the Notes and the Notes Guarantees also will be released in whole: (1) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; or (2) with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions described in Article 9. Subject only to the Collateral Agent’s receipt of an Officers’ Certificate of the Issuer and an Opinion of Counsel that all conditions precedent provided for in this Indenture relating to the release of Collateral have been complied with (or will be complied with substantially concurrently with such release), the Collateral Agent shall execute and deliver such acknowledgments, releases and terminations as the Issuer may request in connection with any release of Collateral, and the Collateral Agent shall be entitled to rely exclusively on such Officers’ Certificate and Opinion of Counsel when executing and delivering any such acknowledgment, release or termination.

Use and Release of Collateral. Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have commenced enforcement of remedies under the Security Documents, the Issuer Issuers and the Guarantors will have the right under the Note Documents to remain in possession and retain exclusive control of the Collateral, to freely operate the Collateral and to collect, invest and dispose of any income therefrom. The Issuer Issuers and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the Obligations under the Notes and the Notes Guarantees under any one or more of the following circumstances: (1) in connection with asset dispositions to Persons that are not (and are not required to be) the any Issuer or any Guarantor (or any Restricted Subsidiary to the extent a Restricted Subsidiary of the Parent but not the IssuerCompany), to the extent such dispositions are permitted, or not prohibited, by Section 4.10; (2) if any Guarantor is released from its Notes Guarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), that Guarantor’s assets will also be released from the Liens securing the Obligations under the Notes and the Notes Guarantees; (3) if required in accordance with the terms of the Intercreditor Agreement Agreement, including in connection with any Enforcement Action by any First Lien Representative or any First Lien Collateral Agent or any other exercise of any First Lien Representative’s or any First Lien Collateral Agent’s remedies in respect of the Collateral, or in connection with any disposition permitted hereunder; (4) as ordered pursuant to Applicable Law under a final and nonappealable order or judgment of a court of competent jurisdiction; or (5) in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions of Article 9. The Liens securing the Obligations under the Notes and the Notes Guarantees also will be released in whole: (1) upon Legal Defeasance or Covenant Defeasance as described in Section 8.01 or Discharge upon satisfaction and discharge of this Indenture as described in accordance with Article 8Section 8.02; or (2) with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions described in Article 9. Subject only to the Collateral Agent’s a receipt of an Officers’ Certificate of the Issuer Company and an Opinion of Counsel that all conditions precedent provided for in this Indenture relating to the release of Collateral have been complied with (or will be complied with substantially concurrently with such release), the Collateral Agent shall execute and deliver such acknowledgments, releases and terminations as the Issuer Company may request in connection with any release of Collateral, and the Collateral Agent shall be entitled to rely exclusively on such Officers’ Certificate and Opinion of Counsel when executing and delivering any such acknowledgment, release or termination.