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. 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. 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 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) on the “Release Date” (as such term is defined in the Pledge and Security Agreement), (y) that is permitted to be sold or otherwise Disposed of or released pursuant to the terms of the Loan Documents 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 release any Guarantor from its obligations under the Guaranty Agreement and the Pledge and Security Agreement (or, with respect to the Parent, Article XIII) and the other Loan Documents if such Person ceases to be a Guarantor as a result of a transaction permitted under the Loan Documents. Each Lender ; and each Issuing Bank hereby authorizes the Administrative Agent (iii) 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 11.11. (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) 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 the Pledge and deliver Security Agreement or the Guaranty Agreement, and 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)).11.11. Section 11.12

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 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. 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 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.