ON PARTICULAR TYPES OR
ITEMS OF COLLATERAL PURSUANT TO THIS SECTION 15.12; PROVIDED, HOWEVER, THAT
(1) COLLATERAL AGENT SHALL NOT BE REQUIRED TO EXECUTE ANY DOCUMENT NECESSARY TO
EVIDENCE SUCH RELEASE ON TERMS THAT, IN COLLATERAL AGENT'S OPINION, WOULD EXPOSE
COLLATERAL AGENT TO LIABILITY OR CREATE ANY OBLIGATION OR ENTAIL ANY CONSEQUENCE
OTHER THAN THE RELEASE OF SUCH LIEN WITHOUT RECOURSE, REPRESENTATION, OR
WARRANTY, AND (2) 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 BORROWERS IN RESPECT OF) ALL INTERESTS RETAINED BY
BORROWERS, INCLUDING, THE PROCEEDS OF ANY SALE, ALL OF WHICH SHALL CONTINUE TO
CONSTITUTE PART OF THE COLLATERAL.
(B)
COLLATERAL AGENT AGREES, AT THE REQUEST OF
THE ADMINISTRATIVE BORROWER, TO TAKE SUCH ACTIONS AND EXECUTE SUCH DOCUMENTS
THAT ARE REASONABLY REQUESTED BY ADMINISTRATIVE BORROWER TO EVIDENCE THE RELEASE
OF ALL LIENS ON COLLATERAL (I) UPON THE TERMINATION OF THE COMMITMENTS AND
PAYMENT AND SATISFACTION IN FULL BY BORROWERS OF ALL OBLIGATIONS,
(II) CONSTITUTING PROPERTY (INCLUDING THE EQUITY INTERESTS OF A SUBSIDIARY OF
PARENT) BEING SOLD OR DISPOSED OF IF ADMINISTRATIVE BORROWER CERTIFIES TO
COLLATERAL AGENT THAT THE SALE OR DISPOSITION IS PERMITTED UNDER SECTION 6.4 OF
THIS AGREEMENT OR THE OTHER LOAN
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DOCUMENTS AND, IN THE EVENT OF A SALE OR OTHER DISPOSITION OF ALL OF THE EQUITY
INTERESTS OF A SUBSIDIARY OF PARENT THAT IS A LOAN PARTY PERMITTED UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, TO EVIDENCE THE RELEASE OF SUCH
SUBSIDIARY'S OBLIGATIONS UNDER THE LOAN DOCUMENTS (AND LENDERS HEREBY AGREE
COLLATERAL AGENT MAY RELY CONCLUSIVELY ON ANY SUCH CERTIFICATE, WITHOUT FURTHER
INQUIRY), (III) CONSTITUTING PROPERTY IN WHICH NO LOAN PARTY OWNED ANY INTEREST
AT THE TIME THE AGENT'S LIEN WAS GRANTED NOR AT ANY TIME THEREAFTER, AND
(IV) CONSTITUTING PROPERTY LEASED TO A BORROWER OR ITS SUBSIDIARIES UNDER A
LEASE THAT HAS EXPIRED OR IS TERMINATED IN A TRANSACTION PERMITTED UNDER THIS
AGREEMENT.
AGENTS AND LENDERS AGREE THAT AFTER THE PAYMENT IN FULL OF THE TERM
LOAN A AND THE TERM B DEBT AND THE RECEIPT BY COLLATERAL AGENT OF EVIDENCE, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COLLATERAL AGENT, THAT ALL LIENS
SECURING THE TERM B DEBT HAVE BEEN RELEASED (OR WILL BE RELEASED
CONTEMPORANEOUSLY), COLLATERAL AGENT SHALL TAKE SUCH ACTIONS AND EXECUTE SUCH
DOCUMENTS THAT ARE REASONABLY REQUESTED BY ADMINISTRATIVE BORROWER TO EVIDENCE
THE RELEASE OF ALL AGENT'S LIENS ON THE STOCK OF FOREIGN SUBSIDIARIES, REAL
PROPERTY OF THE US BORROWERS AND THE ASSETS OF THE US BORROWERS REFERRED TO IN
CLAUSES (C), (E), (F), (G), (H), (I), (J), AND (K) OF SECTION 2 OF THE US
SECURITY AGREEMENT OTHER THAN (I) GENERAL INTANGIBLES (AS DEFINED IN THE US
SECURITY AGREEMENT) RELATING TO ACCOUNTS, (II) STOCK OF US LOAN PARTIES,
(III) ALL MONETARY OBLIGATIONS OWED BY A BORROWER TO ANOTHER BORROWER IN
CONNECTION WITH ANY INTERCOMPANY LOANS OR ADVANCES AND ALL PROMISSORY NOTES AND
INSTRUMENTS EVIDENCING ANY SUCH MONETARY OBLIGATION, LOAN OR