Example ContractsClausescollateral mattersVariants
Remove:

The hereby irrevocably authorize (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to, and Agent shall, release any Lien on any Collateral # upon the termination of the Revolver Commitments and payment and satisfaction in full by Borrower of all Obligations, # constituting property, including any Subsidiary, being sold or disposed of if a release is required or requested in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under [Section 6.7] of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), # which is being removed as a Pledged Investment in accordance with [Section 5.2], # constituting property in which Borrower or its Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or # constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral, release Guarantor from any obligations under any Guaranty, or contractually subordinate any of Agent’s Liens, without the prior written authorization of # if the release is not with respect to an immaterial Guarantor, of if, with respect to the Collateral, the release or contractual subordination is with respect to all or substantially all of the Collateral, all of the , or # otherwise, the Required . Upon request by Agent or Borrower at any time, the will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this [Section 10.12]; provided, however, that # Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

The

Lenders hereby irrevocably authorize (and byAgent, at its entering into a Bank Product Agreement, each Bank Product Provider shall be deemedoption and in its discretion, to authorize) Agent to, and Agent shall, release any Agent’s Lien onupon any Collateral # upon the termination of the Revolver Commitments and payment and satisfactionPayment in full by BorrowerFull of all Obligations,the Obligations; # constituting property, including any Subsidiary,property being sold or disposed of if a release is required or requested in connection therewithcompliance with this Agreement and if Borrower certifiesso long as Borrowers certify to Agent that the sale or disposition is permitted under [Section 6.7] ofmade in compliance with this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry),; # which is being removed as a Pledged Investment in accordance withcontemplated by [Section 5.2],4.6] and [Section 8.18]; # constituting property in which Borrower or its SubsidiariesBorrowers owned no interest at the time the Agent’s Lien was granted noror at any time thereafter,thereafter; or # constituting property leased to Borrower or its SubsidiariesBorrowers under a lease thatwhich has expired or isbeen terminated in a transaction permitted under this Agreement. Except as provided above,above or in [Section 13.21], Agent will not execute and deliver a release of any Lien on any Collateral, release Guarantor from any obligations under any Guaranty, or contractually subordinate any of the Agent’s Liens,Liens without the prior written authorization of # if the release is not with respect to an immaterial Guarantor, of if, with respect to the Collateral, the release or contractual subordination is with respect to all or substantially all of the Collateral, all of the , or # otherwise, the Required .Lenders. Upon request by Agent or BorrowerBorrowers at any time, the Lenders will confirm in writing Agent’s authority to release any suchAgent’s Liens onupon particular types or items of Collateral pursuant to this [Section 10.12]12.10]; provided, however,it being understood that # Agent shallsuch confirmation is not be requireda condition to execute any document necessary to evidence suchLien release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retainedotherwise permitted by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.this [clause (a)].

The Lenders hereby irrevocably authorize (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to, and Agent shall,to release any Lien on any Collateral # upon the termination of the Revolver Commitments and payment and satisfaction in full by Borrower of all of the Obligations, # constituting property, including any Subsidiary,property being sold or disposed of if a release is required or requesteddesirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under [Section 6.7] of this Agreement or the other Loan Documents4] (and Agent may rely conclusively on any such certificate, without further inquiry), # which is being removed as a Pledged Investment in accordance with [Section 5.2], # constituting property in which BorrowerParent or its Subsidiaries owned no interest at the time the Agent’Agent's Lien was granted nor at any time thereafter, or # constituting property leased or licensed to BorrowerParent or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement.Agreement, or # in connection with a credit bid or purchase authorized under this [Section 15.11]. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to # consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, # credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or # credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, # the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and # Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by such any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral, release Guarantor from any obligations under any Guaranty, or contractually subordinate any of Agent’s Liens,Collateral without the prior written authorization of # if the release is not with respect to an immaterial Guarantor, of if, with respect to the Collateral, the release or contractual subordination is with respect to all or substantially all of the Collateral, all of the ,Lenders (without requiring the authorization of the Bank Product Providers), or # otherwise, the Required .Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this [Section 10.12]15.11]; provided, however, that # anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’Agent's opinion, wouldcould expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrowerany Loan Party in respect of) any and all interests retained by Borrower,any Loan Party, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.

The Lenders hereby irrevocably authorize (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to, and Agent shall,to release any Lien on any Collateral # upon the termination of the Revolver Commitments and payment and satisfaction in full by BorrowerBorrowers of all of the Obligations, # constituting property, including any Subsidiary,property being sold or disposed of if a release is required or requesteddesirable in connection therewith and if Borrower certifiesBorrowers certify to Agent that the sale or disposition is permitted under [Section 6.7] of this Agreement or the other Loan Documents4] (and Agent may rely conclusively on any such certificate, without further inquiry), # which is being removed as a Pledged Investment in accordance with [Section 5.2], # constituting property in which Borrower or its Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or # constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral, release Guarantor from any obligations under any Guaranty, or contractually subordinate any of Agent’s Liens, without the prior written authorization of # if the release is not with respect to an immaterial Guarantor, of if, with respect to the Collateral, the release or contractual subordination is with respect to all or substantially all of the Collateral, all of the , or # otherwise, the Required . Upon request by Agent or Borrower at any time, the will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this [Section 10.12]; provided, however, that # Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

The Lenders hereby irrevocably authorize (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to, and Agent shall,to release any Lien on any Collateral # in accordance with [Section 3.4], upon the termination of the Revolver Commitments and payment and satisfaction in full by BorrowerBorrowers of all of the Obligations, # constituting property, including any Subsidiary,property being sold or disposed of if a release is required or requesteddesirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under [Section 6.7] of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), # which is being removed as a Pledged Investment in accordance with [Section 5.2]4], # constituting property in which Borrower or its Subsidiariesno Loan Party owned noany interest at the time the Agent’Agent’s Lien was granted nor at any time thereafter, or # constituting property leased or licensed to Borrower or its Subsidiariesa Loan Party under a lease or license that has expired or is terminated in a transaction permitted under this Agreement.Agreement, or # in connection with a credit bid or purchase authorized under this [Section 15.11]. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to # consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, # credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or # credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, # the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of any entities that are used to consummate such credit bid or purchase), and # Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral, release Guarantor from any obligations under any Guaranty, or contractually subordinate any of Agent’s Liens,Collateral without the prior written authorization of # if the release is not with respect to an immaterial Guarantor, of if, with respect to the Collateral, the release or contractual subordination is with respect to all or substantially all of the Collateral, all of the ,Lenders (without requiring the authorization of the Bank Product Providers), or # otherwise, the Required .Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or BorrowerBorrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this [Section 10.12]15.11]; provided, however, that # anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’Agent’s reasonable opinion, wouldcould reasonably be expected to expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of BorrowerBorrowers in respect of) any and all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.

The Lenders hereby irrevocably authorize (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to, and Agent shall,to release or subordinate any Lien on any Collateral # upon the termination of the Revolver Commitments and payment and satisfaction in full by Borrowerthe Loan Parties of all of the Obligations, # constituting property, including any Subsidiary,property being sold or disposed of if a release is required or requested in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under [Section 6.7] of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), # which is being removed as a Pledged Investment in accordance with [Section 5.2], # constituting property in which Borrower or its Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or # constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral, release Guarantor from any obligations under any Guaranty, or contractually subordinate any of Agent’s Liens, without the prior written authorization of # if the release is not with respect to an immaterial Guarantor, of if, with respect to the Collateral, the release or contractual subordination is with respect to all or substantially all of the Collateral, all of the , or # otherwise, the Required . Upon request by Agent or Borrower at any time, the will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this [Section 10.12]; provided, however, that # Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under [Section 6.4] (and Agent may rely conclusively on any such certificate, without further inquiry), # constituting property in which no Loan Party owned any interest at the time Agent’s Lien was granted nor at any time thereafter, # constituting property leased or licensed to a Loan Party under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, # in connection with a credit bid or purchase authorized under this [Section 15.11], or # in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary if such designation is permitted under [Section 5.18]. The Loan Parties and the Lenders hereby irrevocably authorize (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to, and Agent shall, release any Lien on any Collateral #Agent, based upon the terminationinstruction of the Revolver CommitmentsRequired Lenders, to # consent to the sale of, credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, # credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or # credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, # the Obligations owed to the Lenders and paymentthe Bank Product Providers shall be entitled to be, and satisfactionshall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in fullthe Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and # Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by Borrower of all Obligations, # constituting property, including any Subsidiary, being soldentities used to consummate such credit bid or disposed of if a release is required or requestedpurchase and in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under [Section 6.7] of this Agreement or the other Loan Documents (and Agent may rely conclusively on anyreduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such certificate, without further inquiry), #non-cash consideration; provided, that Bank Product Obligations not entitled to the application set forth in [Section 2.4(b)(iii)(J)] shall not be entitled to be, and shall not be, credit bid, or used in the calculation of the ratable interest of the Lenders and Bank Product Providers in the Obligations which is being removed as a Pledged Investment in accordance with [Section 5.2], # constituting property in which Borrower or its Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or # constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement.are credit bid. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral, release Guarantor from any obligations under any Guaranty, or contractually subordinate any of Agent’s Liens,Collateral without the prior written authorization of # if the release is not with respect to an immaterial Guarantor, of if, with respect to the Collateral, the release or contractual subordination is with respect to all or substantially all of the Collateral, all of the ,Lenders (without requiring the authorization of the Bank Product Providers), or # otherwise, the Required .Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or BorrowerBorrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this [Section 10.12]15.11]; provided, however, that # anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, wouldcould expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of BorrowerBorrowers in respect of) any and all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby

The hereby irrevocably authorize (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to,

and Agent shall, releaseno Subsidiary of Borrowers owned any Lien on any Collateral # upon the termination of the Revolver Commitments and payment and satisfaction in full by Borrower of all Obligations, # constituting property, including any Subsidiary, being sold or disposed of if a release is required or requested in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under [Section 6.7] of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), # which is being removed as a Pledged Investment in accordance with [Section 5.2], # constituting property in which Borrower or its Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or # constituting property leased to any Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement.Agreement, or # having a value in the aggregate in any twelve (12) month period of less than , and to the extent Agent may release its Lien upon any such Collateral pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by Lenders. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to credit bid and purchase (either directly or through one or more acquisition vehicles) or to sell or otherwise dispose of (or to consent to any such sale or other disposition of) all or any portion of the Collateral at any sale thereof conducted by Agent under the provisions of the Code or the PPSA (or equivalent law in the Netherlands), including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or under any bankruptcy or insolvency laws of Canada (including the BIA and the CCAA) or the Netherlands, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral, release Guarantor from any obligations under any Guaranty, or contractually subordinate any of Agent’s Liens,Collateral without the prior written authorization of # if the release is not with respect to an immaterial Guarantor, of if, with respect to the Collateral, the release or contractual subordination is with respect to all or substantially all of the Collateral, all of the ,Lenders (without requiring the authorization of the Bank Product Providers), or # otherwise, the Required .Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or any Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this [Section 10.12]15.11]; provided, however, thatthat, # Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.

SECTION # Collateral and Guaranty Matters; Enforcement. The herebyLenders irrevocably authorize (andagree that any Lien on any property granted to or held by its entering into a Bank Product Agreement, each Bank Product Providerthe Administrative Agent or the Collateral Agent under any Loan Document shall be deemedautomatically released # upon termination of the Commitments and payment in full in cash of all Obligations (other than # contingent indemnification obligations not yet accrued and payable and # outstanding Letters of Credit pursuant to authorize)which credit support reasonably satisfactory to the applicable Issuing Bank shall have been delivered), # if such Lien is no longer required to be granted to secure the Obligations pursuant to the terms of this Agreement, # subject to the last proviso to [Section 9.02(b)], if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or # upon the sale or disposition of any such property to a Person that is not a Loan Party, Pledged Subsidiary or a Pledgor pursuant to any transaction permitted hereunder. The Lenders irrevocably agree that each of the Administrative Agent to, and the Collateral Agent shall,is irrevocably authorized to release any Lien on any property granted to or held by the Administrative Agent or the Collateral # upon the termination of the Revolver Commitments and payment and satisfaction in full by Borrower of all Obligations, # constituting property, includingAgent under any Subsidiary, being sold or disposed of if a release is required or requestedLoan Document in connection therewith and if Borrower certifies to Agent thatwith the saleexercise of remedies hereunder or disposition is permitted under [Section 6.7] of this Agreement or theany other Loan Documents (and Agent may rely conclusively onDocument so long as any such certificate, without further inquiry), # which is being removed as a Pledged Investmentproceeds thereof are shared in accordance with [Section 5.2]2.15(b)], # constituting property in which Borrower or its Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or # constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral, release Guarantor from any obligations under any Guaranty, or contractually subordinate any of Agent’s Liens, without the prior written authorization of # if the release is not with respect to an immaterial Guarantor, of if, with respectsubject to the Collateral, the release or contractual subordination is with respect to all or substantially all of the Collateral, all of the , or # otherwise, the Required . Upon request by Agent or Borrower at any time, the will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this [Section 10.12]; provided, however, that # Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.Intercreditor Agreements.

The hereby

irrevocably authorizeauthorizes (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent to,Agent, at its option and Agent shall, releasein its sole discretion, to subordinate (by contract or otherwise) any Lien granted to or held by Agent on any Collateralproperty under any Loan Document # uponto the terminationholder of any Permitted Lien on such property if such Permitted Lien secures purchase money Indebtedness (including Capitalized Lease Obligations) which constitute Permitted Indebtedness and # to the Revolver Commitments and payment and satisfaction in full by Borrower of all Obligations, # constituting property, including any Subsidiary, being sold or disposed of if a release is required or requested in connection therewith and if Borrower certifies toextent Agent thathas the sale or disposition is permitted under [Section 6.7] of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), # which is being removed as a Pledged Investment in accordance with [Section 5.2], # constituting property in which Borrower or its Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or # constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permittedauthority under this Agreement. Except as provided above, Agent will not execute and deliver a[Section 15.11] to release of anyits Lien on any Collateral, release Guarantor from any obligations under any Guaranty, or contractually subordinate any of Agent’s Liens, without the prior written authorization of # if the release is not with respect to an immaterial Guarantor, of if, with respect to the Collateral, the release or contractual subordination is with respect to all or substantially all of the Collateral, all of the , or # otherwise, the Required . Upon request by Agent or Borrower at any time, the will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this [Section 10.12]; provided, however, that # Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.property.

Load more...
Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.