Common use of Authority of Administrative Agent to Release Collateral and Liens Clause in Contracts

Authority of Administrative Agent to Release Collateral and Liens. Each Lender and each Issuing Bank hereby authorizes the Administrative Agent to release any collateral that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with (a) any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms of the Loan Documents and (b) the release of the Lien granted under the Guaranty and Collateral Agreement on Equity Interests owned by any Loan Party or a Restricted Subsidiary in a Joint Venture if and to the extent such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with Section 2.07(a)).

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Borrower: (i) to release any collateral Lien on any property granted to or held by Administrative Agent under any Loan Document (x) upon (A) termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents and owing to any Secured Swap Party under any Secured Swap Agreement (other than any Issuing Bank or Secured Swap Party that has advised the Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Swap Agreements with Secured Swap Parties (other than any Secured Swap Party that has advised the Administrative Agent that such Swap Agreements are otherwise adequately provided for or novated), (y) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes , or (z) if approved, authorized or ratified in writing by the Majority Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b), then by all Lenders); (ii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c); (iii) to release any Guarantor from its obligations under the Guaranty and Collateral Agreement and any other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Majority Lenders will confirm in connection writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) Except as otherwise provided in Section 12.08 with (a) respect to rights of setoff, and notwithstanding any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms provision contained in any of the Loan Documents and (b) to the release contrary, no Person other than the Administrative Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on Equity Interests owned by any Loan Party behalf of the Persons secured or a Restricted Subsidiary in a Joint Venture if and otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the extent Security Instruments, each Person secured by such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver Liens that is not a party hereto agrees to the Borrower, at the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. Each Lender and each Issuing Bank hereby authorizes the Administrative Agent to release any collateral that is permitted to be sold or otherwise Disposed disposed of or released pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with (a) any sale or other Disposition disposition of Property to the extent such sale or other Disposition disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms of the Loan Documents and (b) the release of the Lien granted under the Guaranty and Collateral Agreement on Equity Interests owned by any Loan Party Obligor or a Restricted Subsidiary in a Joint Venture if and to the extent such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with Section 2.07(a)).

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Borrower: (i) to release any collateral Lien on any property granted to or held by Administrative Agent under any Loan Document (A) after the termination of the Commitments, the payment in full of all principal and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents (other than contingent indemnification or contingent reimbursement obligations not yet known) to any Agent, the Issuing Bank or any Lender under any Loan Document, the expiration or termination of all Letters of Credit (other than Letters of Credit for which other arrangements satisfactory to the Administrative Agent and the Issuing Bank have been made), the reimbursement of all LC Disbursements owing to the Administrative Agent and the Lenders under the Loan Documents, and the payment in full or cash collateralization (or other arrangements reasonably satisfactory to the Administrative Agent) with respect to any other Secured Obligations that are due and owing or that would become due and owing as a result of the termination of this Agreement, (B) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender , or (C) if any Mortgaged Property has a Building or Manufactured (Mobile) Home situated on such Mortgaged Property and each Issuing Bank hereby authorizes the Administrative Agent, in its sole discretion, determines that the costs, financial and otherwise, of obtaining or maintaining a Lien in such Building or Manufactured (Mobile) Home or complying with all Governmental Requirements with respect to such Lien outweigh the benefit to the Secured Parties of the security afforded thereby, and (D) if approved, authorized or ratified in writing by the Required Lenders (or, if approval, authorization or ratification by all Lenders is required under the first proviso in Section 12.02(b), then by all Lenders); (ii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c); (iii) to release any Subsidiary that is a Guarantor from its obligations under the Guaranty and Pledge Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Lenders will confirm in connection with writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.09. (ac) Notwithstanding anything contained in any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms of the Loan Documents and (b) to the release contrary, no Person other than the Administrative Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement on Equity Interests owned Pledge Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by any Loan Party or a Restricted Subsidiary in a Joint Venture if and to the extent such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination on behalf of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration Persons secured or termination of all Letters of Credit (unless cash collateralized in accordance with Section 2.07(a))otherwise benefitted thereby.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Borrower: (i) to release any collateral Lien on any property granted to or held by Administrative Agent under any Loan Document (w) upon (A) termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents and owing to any Secured Swap Party under any Secured Swap Agreement (other than any Issuing Bank or Secured Swap Party that has advised the Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Swap Agreements with Secured Swap Parties (other than any Secured Swap Party that has advised the Administrative Agent that such Swap Agreements are otherwise adequately provided for or novated), (x) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes Documents or (y) if approved, authorized or ratified in writing by the Majority Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b), then by all Lenders); (ii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c); (iii) to release any Guarantor from its obligations under the Guaranty and Collateral Agreement and the other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Majority Lenders will confirm in connection writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) Except as otherwise provided in Section 12.08 with (a) respect to rights of setoff, and notwithstanding any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms provision contained in any of the Loan Documents and (b) to the release contrary, no Person other than the Administrative Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on Equity Interests owned by any Loan Party behalf of the Persons secured or a Restricted Subsidiary in a Joint Venture if and otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the extent Security Instruments, each Person secured by such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver Liens that is not a party hereto agrees to the Borrower, at the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to release any collateral Collateral that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents. Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with (a) any sale or other Disposition disposition of Property to the extent such sale or other Disposition disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited authorized by the terms of the Loan Documents and Documents. (b) the release The grant of the Lien granted a security interest under the Guaranty Security Instruments and Collateral Agreement on Equity Interests owned by any Loan Party or a Restricted Subsidiary all of rights, powers and remedies in a Joint Venture if connection therewith shall remain in full force and to the extent such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes effect until the Administrative Agent has (i) retransferred and delivered all Collateral in its possession to execute the relevant Credit Parties and deliver (ii) executed a written release or termination statement and reassigned to the relevant Credit Parties without recourse or warranty any remaining Collateral and all rights conveyed thereby. Upon the date that the Indebtedness shall have been indefeasibly paid in full in cash, no Letter of Credit shall be outstanding, all of the Commitments shall have terminated, all Secured Swap Agreements shall have been terminated or novated to third parties and the irrevocable and indefeasible payment in full in cash or posting of acceptable substitute collateral in respect of all obligations or amounts that are owed to any Secured Swap Party under such Secured Swap Agreements shall have occurred as required by the terms thereof or in connection with any such novation, and the Credit Parties shall have fully complied with all covenants and agreements of the Security Instruments, the Administrative Agent, at the written request and expense of the Borrower, at will promptly release, reassign and transfer the Collateral to the relevant Credit Parties. (c) At the request and sole expense of the Borrower’s sole cost , a Credit Party other than the Borrower or the Parent shall be released from its obligations under the Security Instruments in the event that all of the Equity Interests of such Credit Party shall be sold, transferred or otherwise disposed of in a transaction permitted by this Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written notice of a Responsible Officer of the Borrower identifying the relevant Credit Party and expense, any and all releases the terms of Liens, termination statements, assignments the sale or other documents reasonably requested disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower upon the expiration or termination of the Commitments stating that such transaction is in compliance with this Agreement and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with Section 2.07(a))Loan Documents.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to release any collateral that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes the Administrative Agent Agent, to execute and deliver any instruments, documents, termination statements, assignments, documents and agreements necessary or desirable, or reasonably requested by the Borrower to evidence and confirm the Borrowerrelease of any Guarantor or Collateral pursuant to this Section 11.11, all without the further consent or joinder of any Lender or the Issuing Bank, at the Borrower’s sole cost and expense. (b) The Lenders and the Issuance Bank hereby irrevocably agree that any Liens granted to the Administrative Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, any upon the termination of this Agreement and the payment in cash of all releases Obligations hereunder (except for contingent indemnification obligations in respect of Lienswhich a claim has not yet been made and except for Letters of Credit that have been cash collateralized to the satisfaction of the Issuing Bank or as to which other arrangements satisfactory to the Issuing Bank shall have been made), termination statements, assignments (ii) upon the sale or other documents reasonably requested by the Borrower disposition of such Collateral (including as part of or in connection with (a) any other sale or other Disposition of Property disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale or other Disposition disposition is permitted by made in compliance with the terms of Section 9.11 or is otherwise not prohibited by this Agreement (and the terms of the Loan Documents and (b) the release of the Lien granted under the Guaranty and Collateral Agreement Administrative Agent may rely conclusively on Equity Interests owned a certificate to that effect provided to it by any Loan Credit Party or a Restricted Subsidiary in a Joint Venture if and upon its reasonable request without further inquiry), (iii) to the extent such Equity Interests are otherwise pledged Collateral is comprised of property leased to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes a Credit Party, upon termination or expiration of such lease, (iv) if the Administrative Agent to execute and deliver to the Borrowerrelease of such Lien is approved, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments authorized or other documents reasonably requested ratified in writing by the Borrower upon the expiration Required Lenders (or termination such other percentage of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized Lenders whose consent may be required in accordance with Section 2.07(a12.02)), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guaranty Agreement in accordance with the terms thereof, and (vi) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent pursuant to the Security Instruments. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Bank hereby irrevocably agree that the Guarantors shall be released from the Guaranty Agreement (in each case, solely with respect to the guarantee of the Obligations hereunder) upon consummation of any transaction permitted under the terms of this Agreement and resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary or Material Subsidiary.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Borrower: (i) to release any collateral Lien on any property granted to or held by the Collateral Agent under any Loan Document (x) upon termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent and the Lenders under the Loan Documents, (y) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes , or (z) if approved, authorized or ratified in writing by the Majority Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b), then by all Lenders); (ii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c); (iii) to release any Guarantor from its obligations under the Guaranty and Collateral Agreement and the other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Majority Lenders will confirm in connection writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) Except as otherwise provided in Section 12.08 with (a) respect to rights of setoff, and notwithstanding any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms provision contained in any of the Loan Documents and (b) to the release contrary, no Person other than the Administrative Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on Equity Interests owned by any Loan Party behalf of the Persons secured or a Restricted Subsidiary in a Joint Venture if and otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the extent Security Instruments, each Person secured by such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver Liens that is not a party hereto agrees to the Borrower, at the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender Lender, the Issuing Bank and each Issuing Bank other Secured Party (by their acceptance of the benefits of any Lien encumbering the Mortgaged Property) hereby authorizes the Administrative Agent to release any collateral that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents. Each Lender Lender, the Issuing Bank and each Issuing Bank other Secured Party (by their acceptance of the benefits of any Lien encumbering the Mortgaged Property) hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with (a) any sale or other Disposition disposition of Property to the extent such sale or other Disposition disposition is permitted by the terms of Section 9.11 9.12 or is otherwise not prohibited authorized by the terms of the Loan Documents and Documents. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (b) the release Notwithstanding anything contained in any of the Lien granted Loan Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranties, it being understood and agreed that all powers, rights and remedies hereunder and under the Guaranty and Collateral Agreement on Equity Interests owned Security Instruments may be exercised solely by any Loan Party or a Restricted Subsidiary in a Joint Venture if and to the extent such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination on behalf of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized Secured Parties in accordance with Section 2.07(a)the terms hereof and the other Loan Documents. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Authority of Administrative Agent to Release Collateral and Liens. Each Lender and each Issuing Bank hereby authorizes authorizes, and each other Person accepting the benefit of the Liens created by the Security Instruments shall be deemed to have authorized, the Administrative Agent to release (a) any collateral Collateral that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents, and (b) any Mortgaged Property that does not constitute Material Real Property if any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) is situated on such Mortgaged Property and the Administrative Agent, in its sole discretion, determines that the costs, financial and otherwise, of obtaining or maintaining a Lien or complying with all Governmental Requirements with respect to such Lien outweigh the benefit to the Secured Parties of the security afforded thereby. Each Lender and each Issuing Bank hereby authorizes authorizes, and each other Person accepting the benefit of the Liens created by the Security Instruments shall be deemed to have authorized, the Administrative Agent to execute and deliver to the BorrowerBorrower (or file, if appropriate), at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with (a) any sale or other Disposition disposition of Property to the extent such sale or other Disposition disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited authorized by the terms of the Loan Documents and (b) the release of the Lien granted under the Guaranty and Collateral Agreement on Equity Interests owned by any Loan Party or a Restricted Subsidiary in a Joint Venture if and to Documents. To the extent such Equity Interests are any Property is sold, assigned, conveyed or otherwise pledged to another Person transferred as expressly permitted by Section 9.02(g). Each Lender 9.11 to any Person other than a Loan Party, such Collateral shall be sold, assigned, conveyed or otherwise transferred free and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and clear of all releases of Liens, termination statements, assignments or other documents reasonably requested Liens created by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with Section 2.07(a))Loan Documents.

Authority of Administrative Agent to Release Collateral and Liens. Each Lender hereby authorizes, and each Issuing Bank hereby authorizes other Person accepting the benefit of the Liens created by the Security Instruments shall be deemed to have authorized, the Administrative Agent to release release (a) any collateral Collateral that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents, and (b) any Mortgaged Property that does not constitute Material Real Property if any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) is situated on such Mortgaged Property and the Administrative Agent, in its sole discretion, determines that the costs, financial and otherwise, of obtaining or maintaining a Lien or complying with all Governmental Requirements with respect to such Lien outweigh the benefit to the Secured Parties of the security afforded thereby. Each Lender hereby authorizes, and each Issuing Bank hereby authorizes other Person accepting the benefit of the Liens created by the Security Instruments shall be deemed to have authorized, the Administrative Agent to execute and deliver to the BorrowerBorrower (or file, if appropriate), at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with (a) any sale or other Disposition disposition of Property to the extent such sale or other Disposition disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited authorized by the terms of the Loan Documents and (b) the release of the Lien granted under the Guaranty and Collateral Agreement on Equity Interests owned by any Loan Party or a Restricted Subsidiary in a Joint Venture if and to Documents. To the extent such Equity Interests are any Property is sold, assigned, conveyed or otherwise pledged to another Person transferred as expressly permitted by Section 9.02(g). Each Lender 9.11 to any Person other than a Loan Party, such Collateral shall be sold, assigned, conveyed or otherwise transferred free and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and clear of all releases of Liens, termination statements, assignments or other documents reasonably requested Liens created by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with Section 2.07(a))Loan Documents.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Borrower: (i) to release any collateral Lien on any property granted to or held by Administrative Agent under any Loan Document (A) upon payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent and the Lenders under the Loan Documents, (B) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes , or (C) if approved, authorized or ratified in writing by the Majority Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b)(vii), then by all Lenders); (ii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c) or (d); (iii) to release any Guarantor from its obligations under the Guaranty and Pledge Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Majority Lenders will confirm in connection with writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (ac) Notwithstanding anything contained in any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms of the Loan Documents and (b) to the release contrary, no Person other than the Administrative Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement Pledge Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on Equity Interests owned by any Loan Party behalf of the Persons secured or a Restricted Subsidiary in a Joint Venture if and otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the extent Security Instruments, each Person secured by such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver Liens that is a party hereto agrees to the Borrower, at the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Borrower: (i) to release any collateral Lien on any property granted to or held by Administrative Agent under any Loan Document (w) upon (A) termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents and owing to any Secured Swap Party under any Secured Swap Agreement (other than any Issuing Bank or Secured Swap Party that has advised the Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Swap Agreements with Secured Swap Parties (other than any Secured Swap Party that has advised the Administrative Agent that such Swap Agreements are otherwise adequately provided for or novated), (x) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted 100 pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes , (y) if approved, authorized or ratified in writing by the Majority Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b), then by all Lenders) or (z) after receipt by the Borrower of at least two of the Required Ratings, at the request of the Borrower in connection with its election that an Investment Grade Period shall commence; (ii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c); (iii) to release any Guarantor from its obligations under the Guaranty and Collateral Agreement and the other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Majority Lenders will confirm in connection writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) Except as otherwise provided in Section 12.08 with (a) respect to rights of setoff, and notwithstanding any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms provision contained in any of the Loan Documents and (b) to the release contrary, no Person other than the Administrative Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on Equity Interests owned by any Loan Party behalf of the Persons secured or a Restricted Subsidiary in a Joint Venture if and otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the extent Security Instruments, each Person secured by such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver Liens that is not a party hereto agrees to the Borrower, at the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. Each Lender hereby authorizes, and each Issuing Bank hereby authorizes other Person accepting the benefit of the Liens created by the Security Instruments shall be deemed to have authorized, the Administrative Agent to release (a) any collateral Collateral that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents, and (b) any Mortgaged Property that does not constitute Material Real Property if any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) is situated on such Mortgaged Property and the Administrative Agent, in its sole discretion, determines that the costs, financial and otherwise, of obtaining or maintaining a Lien or complying with all Governmental Requirements with respect to such Lien outweigh the benefit to the Secured Parties of the security afforded thereby. Each Lender hereby authorizes, and each Issuing Bank hereby authorizes other Person accepting the benefit of the Liens created by the Security Instruments shall be deemed to have authorized, the Administrative Agent to execute and deliver to the BorrowerBorrower (or file, if appropriate), at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with (a) any sale or other Disposition disposition of Property to the extent such sale or other Disposition disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited authorized by the terms of the Loan Documents and (b) the release of the Lien granted under the Guaranty and Collateral Agreement on Equity Interests owned by any Loan Party or a Restricted Subsidiary in a Joint Venture if and to Documents. To the extent such Equity Interests are any Property is sold, assigned, conveyed or otherwise pledged to another Person transferred as expressly permitted by Section 9.02(g). Each Lender 9.11 to any Person other than a Loan Party, such Collateral shall be sold, assigned, conveyed or otherwise transferred free and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and clear of all releases of Liens, termination statements, assignments or other documents reasonably requested Liens created by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with Section 2.07(a))Loan Documents.

Authority of Administrative Agent to Release Collateral and Liens. Each Lender Lender, and each Issuing Bank other Secured Party hereby authorizes the Administrative Agent to release any collateral that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan DocumentsDocuments (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by any officer of a Loan Party without further inquiry). Each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all (a) releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with (a) any sale or other Disposition disposition of Property to the extent such sale or other Disposition disposition is permitted by the terms of Section 9.11 9.13 or is otherwise not prohibited authorized by the terms of the Loan Documents (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by any officer of a Loan Party without further inquiry), (b) releases from the release Guaranty Agreement of any Subsidiary that is sold or otherwise disposed of as permitted by the terms of Section 9.13 or as otherwise specifically authorized by the terms of the Lien granted Loan Documents (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by any officer of a Loan Party without further inquiry), and (c) other releases of collateral that may be specifically authorized by the terms of the Loan Documents (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by any officer of a Loan Party without further inquiry). Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty and Collateral Agreement on Equity Interests owned by any Loan Party pursuant to this Section 11.10 or a Restricted Subsidiary in a Joint Venture if and to the extent such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with Section 2.07(a))12.19.

Authority of Administrative Agent to Release Collateral and Liens. Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to release any collateral (a) that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents or (b) upon (i) termination of all Elected Commitments, (ii) payment in full of all Indebtedness (other than contingent indemnification obligations for which no claim has been made) owing to the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, (iii) payment in full of all Indebtedness owing to any Lender Swap Provider under any Swap Agreement pursuant to clause (b) of the definition of “Indebtedness” (other than any Lender Swap Provider that has advised the Administrative Agent that such Indebtedness pursuant to such clause (b) owing to it is otherwise adequately provided for or novated), (iii) payment in full of all Indebtedness pursuant to clause (c) of the definition of “Indebtedness” owing to any Bank Products Provider in respect of Bank Products (other than any Bank Products Provider that has advised the Administrative Agent that such Indebtedness pursuant to such clause (c) owing to it is otherwise adequately provided for or collateralized), (iv) the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank have been made) and (v) termination of all Swap Agreements with Lender Swap Providers (other than any Lender Swap Provider that has advised the Administrative Agent that such Lender Swap Agreements are otherwise adequately provided for or novated). Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with (a) any sale or other Disposition disposition of Property to the extent such sale or other Disposition disposition is permitted by the terms of Section 9.11 9.12 or is otherwise not prohibited authorized by the terms of the Loan Documents and (b) the release of the Lien granted under the Guaranty and Collateral Agreement on Equity Interests owned by any Loan Party or a Restricted Subsidiary in a Joint Venture if and to the extent such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with Section 2.07(a))Documents.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Borrower: (i) to release any collateral Lien on any property granted to or held by Administrative Agent under any Loan Document (w) upon (A) termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents and owing to any Secured Swap Party under any Secured Swap Agreement (other than any Issuing Bank or Secured Swap Party that has advised the Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Swap Agreements with Secured Swap Parties (other than any Secured Swap Party that has advised the Administrative Agent that such Swap Agreements are otherwise adequately provided for or novated), (x) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes Documents or (y) if approved, authorized or ratified in writing by the Majority Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b), then by all Lenders).; (ii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c); (iii) to release any Guarantor from its obligations under the Guaranty and Collateral Agreement and the other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Majority Lenders will confirm in connection writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) Except as otherwise provided in Section 12.08 with (a) respect to rights of setoff, and notwithstanding any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms provision contained in any of the Loan Documents and (b) to the release contrary, no Person other than the Administrative Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on Equity Interests owned by any Loan Party behalf of the Persons secured or a Restricted Subsidiary in a Joint Venture if and otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the extent Security Instruments, each Person secured by such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver Liens that is not a party hereto agrees to the Borrower, at the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. Each The Issuing Lender, each Lender (including in its capacity as a Lender Derivative Provider and a Banking Services Lender), and each Issuing Bank other Lender Derivative Provider, by its acceptance of the benefits of the Liens created by the Security Documents, hereby authorizes authorize and instruct the Administrative Agent to release any collateral Collateral that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents. Each Lender , upon written request of the Company certifying the consummation of such sale or the satisfaction of the conditions to such release, accompanied by such supporting documentation as the Administrative Agent may reasonably request, and each Lender, Issuing Bank Lender, Lender Derivative Provider and Banking Services Lender hereby authorizes the Administrative Agent to execute and deliver to the BorrowerCompany, at the BorrowerCompany’s sole cost and expense, any and all releases of Liens, termination statements, assignments assignments, or other documents reasonably requested by the Borrower Company in connection with (a) any sale or other Disposition disposition of Property property to the extent such sale or other Disposition disposition is permitted by the terms of Section 9.11 8.02 or is otherwise not prohibited authorized by the terms of the Loan Documents Documents. The Secured Parties further irrevocably authorize the Administrative Agent, at their option and (b) in their discretion, without the release necessity of any notice to or further consent from the Secured Parties, at the direction of the Lien granted under Majority 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 Guaranty and Collateral Agreement on Equity Interests owned at any sale thereof conducted by any Loan Party or a Restricted Subsidiary in a Joint Venture if and to the extent such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent under the provisions of the UCC, including pursuant to execute and deliver to Sections 9-610 or 9-620 of the BorrowerUCC, at any sale thereof conducted under the Borrower’s sole cost and expenseprovisions of the Bankruptcy Code, including section 363 of the Bankruptcy Code or pursuant to a plan of reorganization, or at any and all releases of Liens, termination statements, assignments sale or other documents reasonably requested foreclosure conducted by the Borrower upon the expiration Administrative Agent (whether by judicial action or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determinationotherwise) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with Section 2.07(a))applicable law.

Authority of Administrative Agent to Release Collateral and Liens. Each Lender and Secured Party and each Issuing Bank hereby authorizes the Administrative Agent (a) to release any collateral that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents or (b) release any guarantee to the extent all of the equity interests of a Guarantor are sold or otherwise disposed of pursuant to the Loan Documents. Each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, Borrower any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with (a) any sale or other Disposition disposition of Property to the extent such sale or other Disposition disposition is permitted by the terms of Section 9.11 9.12 or is otherwise not prohibited authorized by the terms of the Loan Documents. If any of the collateral shall be sold, transferred or otherwise disposed of by any Loan Party in a transaction permitted by the Loan Documents and (b) such collateral shall no longer constitute or be required to be collateral under the Loan Documents, then the Administrative Agent, at the request and sole expense of the Borrower and the applicable Loan Party, shall promptly execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable for the release of the Lien granted Liens created by the applicable Security Instrument on such collateral; provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release (or such other time period as the Administrative Agent may agree), a written request for release identifying the relevant Loan Party, together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents (y) the Borrower has complied with its obligations under Section 8.01(n)(i), if applicable and (z) no collateral other than the collateral required to be released is being released. At the request and sole expense of the Borrower, a Loan Party shall be released from its obligations under the Guaranty and Collateral Agreement on Loan Documents in the event that all the capital stock or other Equity Interests owned by any of such Loan Party shall be sold, transferred or a Restricted Subsidiary otherwise disposed of in a Joint Venture if transaction permitted by the Loan Documents and to the extent such Equity Interests are otherwise pledged shall no longer constitute or be required to another Person be collateral under the Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release (or such other time period as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver to may agree), a written request for release identifying the Borrowerrelevant Loan Party, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested together with a certification by the Borrower upon the expiration or termination of the Commitments stating (x) that such transaction is in compliance with this Agreement and the payment in full of all Loans hereunder, all interest thereon other Loan Documents and all other amounts payable by the Borrower hereunder has complied with its obligations under Section 8.01(n)(i), if applicable, and (y) no collateral other than indemnities and other contingent obligations not then due and payable and as the collateral required to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with Section 2.07(a))be released is being released.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Borrower: (i) to release any collateral Lien on any property granted to or held by Administrative Agent under any Loan Document (x) upon (A) termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents and owing to any Secured Swap Party under any Secured Swap Agreement (other than any Issuing Bank or Secured Swap Party that has advised the Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Swap Agreements with Secured Swap Parties (other than any Secured Swap Party that has advised the Administrative Agent that such Swap Agreements are otherwise adequately provided for or novated), (y) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes , or (z) if approved, authorized or ratified in writing by the Majority Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b), then by all Lenders); (ii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c); (iii) to release any Guarantor from its obligations under the Guaranty and Collateral Agreement and the other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; (iv) to release on the Effective Date the Liens held by the Administrative Agent in (A) all Collateral owned by Alpha Shale Holdings, LLC, a Delaware limited liability company, Alpha Shale Resources, LP, a Delaware limited partnership, Rice Drilling C LLC, a Pennsylvania limited liability company, and Blue Tiger Oilfield Services LLC, a Delaware limited liability company and (B) the Equity Interests owned by the Credit Parties in each of Alpha Shale Holdings, LLC, a Delaware limited liability company, Alpha Shale Resources, LP, a Delaware limited partnership, Rice Drilling C LLC, a Pennsylvania limited liability company, and Blue Tiger Oilfield Services LLC, a Delaware limited liability company; and (v) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Majority Lenders will confirm in connection writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) Except as otherwise provided in Section 12.08 with (a) respect to rights of setoff, and notwithstanding any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms provision contained in any of the Loan Documents and (b) to the release contrary, no Person other than the Administrative Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on Equity Interests owned by any Loan Party behalf of the Persons secured or a Restricted Subsidiary in a Joint Venture if and otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the extent Security Instruments, each Person secured by such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver Liens that is not a party hereto agrees to the Borrower, at the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each Issuing Bank hereby authorizes the Administrative Agent and the Collateral Agent to take the following actions and each of the Administrative Agent and the Collateral Agent hereby agrees to take such actions at the written request of the Borrower: (i) to release any collateral Lien on any property granted to or held by the Collateral Agent under any Loan Document (x) (A) upon termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent, the Collateral Agent and the Lenders under the Loan Documents and owing to any Secured Swap Party under any Secured Swap Agreement (other than any Secured Swap Party that has advised the Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) upon termination of all Swap Agreements with Secured Swap Parties (other than any Secured Swap Party that has advised the Administrative Agent that such Swap Agreements are otherwise adequately provided for or novated), (y) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender , or (z) if approved, authorized or ratified in writing by the Required Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b), then by all Lenders); (ii) [reserved]; (iii) to release any Guarantor from its obligations under the Guaranty and each Issuing Bank hereby authorizes Collateral Agreement and the Administrative Agent other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in connection writing the Administrative Agent’s and the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) Except as otherwise provided in Section 12.08 with (a) respect to rights of setoff, and notwithstanding any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms provision contained in any of the Loan Documents to the contrary, no Person other than the Administrative Agent and (b) the release Collateral Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement on Equity Interests owned Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by any Loan Party or a Restricted Subsidiary in a Joint Venture if and to the extent such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver or the Collateral Agent on behalf of the Persons secured or otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the BorrowerSecurity Instruments, at each Person secured by such Liens that is not a party hereto agrees to the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Borrower: (i) to release the Gathering System Mortgaged Property promptly following the Effective Date; (ii) to release any collateral Lien on any property granted to or held by Administrative Agent under any Loan Document (x) upon (A) termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents and owing to any Secured Swap Party under any Secured Swap Agreement (other than any Issuing Bank or Secured Swap Party that has advised the Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Swap Agreements with Secured Swap Parties (other than any Secured Swap Party that has advised the Administrative Agent that such Swap Agreements are otherwise adequately provided for or novated), (y) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes , or (z) if approved, authorized or ratified in writing by the Majority Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b), then by all Lenders); (iii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c); (iv) to release any Guarantor from its obligations under the Guaranty and Pledge Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (v) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Majority Lenders will confirm in connection with writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (ac) Notwithstanding anything contained in any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms of the Loan Documents and (b) to the release contrary, no Person other than the Administrative Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement Pledge Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on Equity Interests owned by any Loan Party behalf of the Persons secured or a Restricted Subsidiary in a Joint Venture if and otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the extent Security Instruments, each Person secured by such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver Liens that is not a party hereto agrees to the Borrower, at the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Borrower: (i) to release any collateral Lien on any property granted to or held by Administrative Agent under any Loan Document (x) upon (A) termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents and owing to any Secured Swap Party under any Secured Swap Agreement (other than a Secured Swap Party that has advised the Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Swap Agreements with Secured Swap Parties (other than any Secured Swap Party that has advised the Administrative Agent that such Swap Agreements are otherwise adequately provided for or novated), (y) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes , or (z) if approved, authorized or ratified in writing by the Majority Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b), then by all Lenders); (ii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c) or to effect any transaction permitted by the Intercreditor Agreement; (iii) to release any Guarantor from its obligations under the Guaranty and Pledge Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Majority Lenders will confirm in connection with writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (ac) Notwithstanding anything contained in any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms of the Loan Documents and (b) to the release contrary, no Person other than the Administrative Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement Pledge Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on Equity Interests owned by any Loan Party behalf of the Persons secured or a Restricted Subsidiary in a Joint Venture if and otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the extent Security Instruments, each Person secured by such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver Liens that is not a party hereto agrees to the Borrower, at the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Borrower: (i) to release any collateral Lien on any property granted to or held by Administrative Agent under any Loan Document (w) upon (A) termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents and owing to any Secured Swap Party under any Secured Swap Agreement (other than any Issuing Bank or Secured Swap Party that has advised the Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Swap Agreements with Secured Swap Parties (other than any Secured Swap Party that has advised the Administrative Agent that such Swap Agreements are otherwise adequately provided for or novated), (x) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes , (y) if approved, authorized or ratified in writing by the Majority Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b), then by all Lenders) or (z) after receipt by the Borrower of at least two of the Required Ratings, at the request of the Borrower in connection with its election that an Investment Grade Period shall commence; (ii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c); (iii) to release any Guarantor from its obligations under the Guaranty and Collateral Agreement and the other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Majority Lenders will confirm in connection writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) Except as otherwise provided in Section 12.08 with (a) respect to rights of setoff, and notwithstanding any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms provision contained in any of the Loan Documents and (b) to the release contrary, no Person other than the Administrative Agent has any right to realize upon any of the Lien granted under Collateral individually, to enforce any Liens on Collateral, or to enforce the Guaranty and Collateral Agreement Agreement, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on Equity Interests owned by any Loan Party behalf of the Persons secured or a Restricted Subsidiary in a Joint Venture if and otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the extent Security Instruments, each Person secured by such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent to execute and deliver Liens that is not a party hereto agrees to the Borrower, at the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to take the following actions and the Administrative Agent hereby agrees to take such actions at the request of the Company: (i) to release any collateral Lien on any property granted to or held by Administrative Agent under any Loan Document (x) upon termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing to the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents and owing to any Secured Swap Party under any Secured Swap Agreement (other than a Secured Swap Party that has advised the Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), (y) that is, or is permitted to be sold be, sold, released or otherwise Disposed disposed of or released as permitted pursuant to the terms of the Loan Documents. Each Lender and each Issuing Bank hereby authorizes , or (z) if approved, authorized or ratified in writing by the Majority Lenders (or, if approval, authorization or ratification by all Lenders is required under Section 12.02(b)(vii), then by all Lenders); (ii) to subordinate (or release) any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is permitted by Section 9.03(c) or (d); (iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by necessary or useful to accomplish or evidence the Borrower foregoing. (b) Upon the request of the Administrative Agent at any time, the Majority Lenders will confirm in connection with writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (ac) Notwithstanding anything contained in any sale or other Disposition of Property to the extent such sale or other Disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited by the terms of the Loan Documents and (b) the release of the Lien granted under the Guaranty and Collateral Agreement on Equity Interests owned by any Loan Party or a Restricted Subsidiary in a Joint Venture if and to the extent such Equity Interests are otherwise pledged to another contrary, no Person as permitted by Section 9.02(g). Each Lender and each Issuing Bank hereby further authorizes other than the Administrative Agent has any right to execute realize upon any of the Collateral individually, to enforce any Liens on Collateral, or to enforce any Guaranty Agreement, and deliver all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on behalf of the Persons secured or otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the BorrowerSecurity Instruments, at each Person secured by such Liens that is not a party hereto agrees to the Borrower’s sole cost and expense, any and all releases terms of Liens, termination statements, assignments or other documents reasonably requested by the Borrower upon the expiration or termination of the Commitments and the payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrower hereunder (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.

Authority of Administrative Agent to Release Collateral and Liens. (a) Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to release any collateral that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents. Each Lender and each the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with (a) any sale or other Disposition disposition of Property to the extent such sale or other Disposition disposition is permitted by the terms of Section 9.11 or is otherwise not prohibited authorized by the terms of the Loan Documents and Documents. (b) the release of the Lien granted under the Guaranty and Collateral Agreement on Equity Interests owned by any Loan Party or a Restricted Subsidiary in a Joint Venture if and to the extent such Equity Interests are otherwise pledged to another Person as permitted by Section 9.02(g). Each Lender and each the Issuing Bank hereby further authorizes the Administrative Agent to execute release any Lien on any Mortgaged Property granted to or held by the Agent under the Mortgages, so long as (i) after giving effect to such release, the value of the Mortgaged Property shall not be less than 85% of the total value of the Oil and Gas Properties as set forth in the most recent Reserve Report, (ii) the Borrower shall deliver to the BorrowerAdministrative Agent a certificate in the form of Exhibit K hereto, at which sets forth the Borrower’s sole cost calculation of the value of the Mortgaged Property and expensedemonstrates and certifies that such value of the Mortgaged Property equals or exceeds 85% of the total value of the Oil and Gas Properties, after giving effect to such release of such Mortgaged Property, and (iii) the Borrower identifies in writing on such certificate the Mortgaged Properties to be released and sets forth the value attributed thereto in the most recent Reserve Report. (c) Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to subordinate any and all releases of Liens, termination statements, assignments Lien on any property granted to or other documents reasonably requested held by the Borrower upon the expiration or termination Administrative Agent under any of the Commitments Loan Document to the holder of any Lien on such property that is permitted by Section 9.02(d). (d) Each Lender and the payment in full Issuing Bank hereby authorizes the Administrative Agent to release any Guarantor from its obligations under any Guaranty Agreement if such Person ceases to be a Subsidiary as a result of all Loans a transaction permitted hereunder, all interest thereon and all other amounts payable . Upon request by the Borrower hereunder (other than indemnities and other contingent Administrative Agent at any time, the Majority Banks will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations not then due and payable and as under any Guaranty Agreement pursuant to which no claim has been made at the time of determination) and the expiration or termination of all Letters of Credit (unless cash collateralized in accordance with this Section 2.07(a))11.10.