Common use of Authorization to Release Collateral and Guarantors Clause in Contracts

Authorization to Release Collateral and Guarantors. Each Secured Party expressly agrees that, upon the written request of the Borrower (accompanied by such certificates and other documentation as the applicable Agent may reasonably request), the applicable Agent shall, so long as no Event of Default would exist after giving effect thereto: (a) in the case of the Administrative Agent, with the consent of the Collateral Agent (such consent not to be withheld if such release is authorized hereunder), release any Person from the Guaranty Agreement if such Person ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary, in either case, pursuant to a transaction permitted by the Loan Documents; and (b) in the case of the Collateral Agent (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of the Security Document upon the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party) and (ii) enter into any subordination agreement, non-disturbance agreement or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to the Collateral Agent, in connection with any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by the Loan Documents to be granted or a Disposition permitted by the Loan Documents. The Borrower shall deliver to the Administrative Agent or the Collateral Agent, as applicable, such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions of the Loan Documents.

Authorization to Release Collateral and Guarantors. Each Secured Party expressly agrees that, upon the written request of the Borrower (accompanied by such certificates and other documentation as the applicable Agent may reasonably request), the applicable Agent shall, so long as no Event of Default would exist exists after giving effect thereto: (a) in the case of the Administrative AgentAgents, with the consent execute a release in a form reasonably satisfactory to it of the Collateral Agent (such consent not to be withheld if such release is authorized hereunder), release any Person from the Guaranty Agreement if such Person ceases to be a Subsidiary of the Borrower or if such Person is or becomes an Excluded Subsidiary, in either case, pursuant to a transaction permitted by the Loan Documents; and (b) in the case of the Collateral Agent Agent, (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of the Security Document upon the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party) and ), (ii) enter into any subordination agreement, non-disturbance agreement or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to the Collateral Agentit, in connection with any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by the Loan Documents to be granted or a Disposition permitted by the Loan DocumentsDocuments and (iii) enter into the Intercreditor Agreement and a Receivables Related Standstill Agreement. Each Secured Party agrees to be bound by the Intercreditor Agreement and the Receivables Related Standstill Agreement. The Borrower shall deliver to the Administrative Agent Agents or the Collateral Agent, as applicable, Agent such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions of the Loan Documents.

Authorization to Release Collateral and Guarantors. Each Secured Party It is expressly agrees thatagreed by each Lender and each Issuing Lender, that upon the written request of the Borrower (accompanied by such certificates and other documentation as the applicable Administrative Agent may reasonably request)) the Administrative Agent on behalf of the Lenders and without any consent or action by any Lender, the applicable Agent shall, shall so long as no Event of Default would exist exists after giving effect thereto: , (ax) in release, subordinate, enter into non-disturbance agreements or consent to the case of the Administrative Agent, with the consent of release by the Collateral Agent of, or grant of an option with respect to, (such consent i) any Collateral or any Guarantor from a Guaranty Agreement or any other Loan Document, in either case, in connection with any sale, transfer, disposition to a Person that is not a Loan Party, merger with a Person that is not a Loan Party or other transaction permitted or not prohibited by this Agreement (including a release of Accounts or related contracts giving rise to be withheld if Accounts from time to time in connection with a Qualified Receivables Transaction), such release is authorized hereunder), release any Person to include releases from the Guaranty Agreement if such Person or any other Loan Document of any Loan Party that becomes an Excluded Subsidiary or ceases to be a Subsidiary pursuant to any sale, transfer, lease, disposition, merger or other transaction permitted by this Agreement and a release of all the Borrower or assets of such Loan Party that becomes an Excluded Subsidiary or ceases to be a Subsidiary, in either case, pursuant to a transaction permitted by the Loan Documents; and (b) in the case of the Collateral Agent (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of the Security Document upon the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party) and (ii) any assets no longer required to be Collateral pursuant to the terms hereof or of any other Loan Document or (y) subordinate, enter into any subordination agreement, non-disturbance agreement agreements, or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to the Collateral Agent, any assets in connection with any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by the Loan Documents to be granted or a Disposition permitted by the Loan Documents. The Borrower shall deliver to the Administrative Agent or the Collateral Agent, as applicable, such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions of the Loan Documentshereunder.

Authorization to Release Collateral and Guarantors. Each Secured Party expressly agrees that, upon authorizes the written request of the Borrower (accompanied by such certificates and other documentation as the applicable Agent may reasonably request), the applicable Agent shall, so long as no Event of Default would exist after giving effect theretoAgents to: (a) in the case of the Agents, execute such documents as are reasonably requested to evidence the termination of this Agreement and release the Guaranty and the Liens created by the Security Documents upon Payment in Full as contemplated by Section 11.7 [Duration; Survival]; (b) in the case of the Administrative Agent, with the consent execute a release in a form reasonably satisfactory to it of the Collateral Agent (such consent not to be withheld if such release is authorized hereunder), release any Person from the Guaranty Agreement if such Person (x) ceases to be a Subsidiary of the Borrower or (y) if such Person is or becomes an Excluded Subsidiary, in either case, pursuant to a transaction permitted by the Loan Documents; and (bc) in the case of the Collateral Agent Agent, (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of the any Security Document upon (x) the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party), (y) a Person being released from the Guaranty Agreement (A) if pursuant to clause (b)(x) above, with respect to any Lien on the assets of such Person and the Equity Interests of such Person and (B) if pursuant to clause (b)(y) above, the assets of such Person, and to the extent constituting Excluded Assets, the Equity Interests of such Person or (z) such assets becoming Excluded Assets, and (ii) enter into any subordination agreement, non-disturbance agreement or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to the Collateral Agentit, in connection with (x) any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by the Loan Documents to be granted or a Disposition permitted by the Loan DocumentsDocuments or (y) Liens permitted under clause (10) of the definition of Permitted Liens. The Borrower shall deliver to the Administrative Agent or the Collateral Agent, as applicable, Agent such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions of the Loan DocumentsDocuments (including with respect to their authority hereunder), and the Administrative Agent and Collateral Agent may rely, without independent investigation, on such certificates and other documents.

Authorization to Release Collateral and Guarantors. Each Secured Party expressly agrees that, upon authorizes the written request of the Borrower (accompanied by such certificates and other documentation as the applicable Agent may reasonably request), the applicable Agent shall, so long as no Event of Default would exist after giving effect theretoAgents to: (a) in the case of the Agents, execute such documents as are reasonably requested to evidence the termination of this Agreement and release the Guaranty and the Liens created by the Security Documents upon Payment in Full as contemplated by Section 11.7 [Duration; Survival]; (b) in the case of the Administrative Agent, with the consent execute a release in a form reasonably satisfactory to it of the Collateral Agent (such consent not to be withheld if such release is authorized hereunder), release any Person from the Guaranty Agreement (x) if such Person ceases to be a Subsidiary of the Borrower or (y) if such Person is or becomes an Excluded Subsidiary, in either case, pursuant to a transaction permitted by the Loan Documents; provided that no Person shall be released from the Guaranty Agreement unless such Person is not, or substantially concurrently with such release, shall cease to be, an obligor under any Permitted Unsecured Notes Indenture; and (bc) in the case of the Collateral Agent Agent, (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of the any Security Document upon (x) the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party), (y) a Person being released from the Guaranty Agreement (A) if pursuant to clause (b)(x) above, with respect to any Lien on the assets of such Person and the Equity Interests of such Person and (B) if pursuant to clause (b)(y) above, the assets of such Person, and to the extent constituting Excluded Assets, the Equity Interests of such Person or (z) such assets becoming Excluded Assets, and (ii) enter into any subordination agreement, non-disturbance agreement or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to the Collateral Agentit, in connection with (x) any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by the Loan Documents to be granted or a Disposition permitted by the Loan DocumentsDocuments or (y) Liens permitted under clause (10) of the definition of Permitted Liens. The Borrower shall deliver to the Administrative Agent or the Collateral Agent, as applicable, Agent such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions of the Loan DocumentsDocuments (including with respect to their authority hereunder), and the Administrative Agent and Collateral Agent may rely, without independent investigation, on such certificates and other documents.

Authorization to Release Collateral and Guarantors. Each Secured Party It is expressly agrees thatagreed by each Lender and each Issuing Lender, that upon the written request of the Borrower (accompanied by such certificates and other documentation as the applicable Administrative Agent may reasonably request)) the Administrative Agent on behalf of the Lenders and without any consent or action by any Lender, the applicable Agent shall, shall so long as no Event of Default would exist exists after giving effect thereto: , (ax) in release, subordinate, enter into non-disturbance agreements or consent to the case of the Administrative Agent, with the consent of release by the Collateral Agent of, or grant of an option with respect to, (such consent i) any Collateral or any Guarantor from a Guaranty Agreement or any other Loan Document, in either case, in connection with any sale, transfer, disposition to a Person that is not a Loan Party, merger with a Person that is not a Loan Party or other transaction permitted by this Agreement (including a release of Accounts or related contracts giving rise to be withheld if Accounts from time to time in connection with a Qualified Receivables Transaction), such release is authorized hereunder), release any Person to include releases from the Guaranty Agreement if such Person or any other Loan Document of any Loan Party that becomes an Excluded Subsidiary or ceases to be a Subsidiary pursuant to any sale, transfer, lease, disposition, merger or other transaction permitted by this Agreement and a release of all the Borrower or assets of such Loan Party that becomes an Excluded Subsidiary or ceases to be a Subsidiary, in either case, pursuant to a transaction permitted by the Loan Documents; and (b) in the case of the Collateral Agent (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of the Security Document upon the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party) and (ii) any assets no longer required to be Collateral pursuant to the terms hereof or of any other Loan Document or (y) subordinate, enter into any subordination agreement, non-disturbance agreement agreements, or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to the Collateral Agent, any assets in connection with any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by the Loan Documents to be granted or a Disposition permitted by the Loan Documents. The Borrower shall deliver to the Administrative Agent or the Collateral Agent, as applicable, such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions of the Loan Documentshereunder.

Authorization to Release Collateral and Guarantors. Each Secured Party expressly agrees that, upon authorizes the written request of the Borrower (accompanied by such certificates and other documentation as the applicable Agent may reasonably request), the applicable Agent shall, so long as no Event of Default would exist after giving effect theretoAgents: (a) in the case of the Agents, to execute such documents as are reasonably requested to evidence the termination of this Agreement and release the Guaranty and the Liens created by the Security Documents upon Payment in Full as contemplated by Section 11.7 [Duration; Survival]; (b) in the case of the Administrative Agent, with the consent to execute a release in a form reasonably satisfactory to it of the Collateral Agent (such consent not to be withheld if such release is authorized hereunder), release any Person from the Guaranty Agreement (x) if such Person ceases to be a Subsidiary of the Borrower or (y) if such Person is or becomes an Excluded Subsidiary, in either case, pursuant to a transaction permitted by the Loan Documents; provided that no Person shall be released from the Guaranty Agreement unless such Person is not, or substantially concurrently with such release, shall cease to be, an obligor under any Permitted Unsecured Notes Indenture; and (bc) in the case of the Collateral Agent Agent, to (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of the any Security Document upon (x) the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party), (y) a Person being released from the Guaranty Agreement (A) if pursuant to clause (b)(x) above, with respect to any Lien on the assets of such Person and the Equity Interests of such Person and (B) if pursuant to clause (b)(y) above, with respect to any Lien on the assets of such Person, and to the extent constituting Excluded Assets, the Equity Interests of such Person or (z) such assets becoming Excluded Assets, (ii) enter into any subordination agreement, non-disturbance agreement or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to the Collateral Agentit, in connection with (x) any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by the Loan Documents to be granted or a Disposition permitted by the Loan Documents. The Borrower shall deliver Documents or (y) Liens permitted under clause (10) of the definition of “Permitted Liens” and (iii) in connection with an incurrence of Indebtedness referred to in Section 8.2.1(n) [Indebtedness], enter into an intercreditor agreement reasonably satisfactory to the Administrative Agent or the Collateral Agent, as applicable, such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions of the Loan Documents.

Authorization to Release Collateral and Guarantors. Each Secured Party expressly agrees that, upon authorizes the written request of the Borrower (accompanied by such certificates and other documentation as the applicable Agent may reasonably request), the applicable Agent shall, so long as no Event of Default would exist after giving effect theretoAgents: (a) in the case of the Agents, to execute such documents as are reasonably requested to evidence the termination of this Agreement, release the Guaranty and the Liens created by the Security Documents upon Payment in Full as contemplated by Section 11.7 [Duration; Survival]; (b) in the case of the Administrative Agent, with the consent to execute a release in a form reasonably satisfactory to it of the Collateral Agent (such consent not to be withheld if such release is authorized hereunder), release any Person from the Guaranty Agreement (x) if such Person ceases to be a Subsidiary of the Borrower or (y) if such Person is or becomes an Excluded Subsidiary, in either case, pursuant to a transaction permitted by the Loan Documents; provided that no Person shall be released from the Guaranty Agreement unless such Person is not, or substantially concurrently with such release, shall cease to be, an obligor under any Permitted Unsecured Notes Indenture; and (bc) in the case of the Collateral Agent Agent, to (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of the any Security Document upon (x) the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party), (y) a Person being released from the Guaranty Agreement (A) if pursuant to clause (b)(x) above, with respect to any Lien on the assets of such Person and the Equity Interests of such Person and (B) if pursuant to clause (b)(y) above, with respect to any Lien on the assets of such Person, and to the extent constituting Excluded Assets, the Equity Interests of such Person or (z) such assets becoming Excluded Assets, (ii) enter into any subordination agreement, non-disturbance agreement or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to the Collateral Agentit, in connection with (x) any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by the Loan Documents to be granted or a Disposition permitted by the Loan DocumentsDocuments or (y) Liens permitted under clause (10) of the definition of Permitted Liens and (iii) in connection with an incurrence of Indebtedness referred to in Section 8.2.1(n) [Indebtedness], enter into an intercreditor agreement reasonably satisfactory to the Administrative Agent. Each Secured Party agrees to be bound by each intercreditor agreement entered into in accordance with this Section 10.10. The Borrower shall deliver to the Administrative Agent or the Collateral Agent, as applicable, Agent such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions of the Loan DocumentsDocuments (including with respect to their authority hereunder), and the Administrative Agent and Collateral Agent may rely, without independent investigation, on such certificates and other documents.

Authorization to Release Collateral and Guarantors. Each Secured Party expressly agrees that, upon Upon the written request of the Borrower (accompanied by such certificates and other documentation as the applicable Collateral Agent may reasonably request), the applicable Collateral Agent shall, so long as no Event of Default would exist after giving effect thereto: (a) in the case on behalf of the Administrative Agent, with Secured Parties shall (and the consent of Lenders hereby authorize the Collateral Agent to): (such consent not i) release any Collateral that becomes Excluded Property (or any assets no longer required to be withheld if such release is authorized hereunderCollateral pursuant to the terms hereof or of any other Loan Document) or any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under this Agreement (including under Section 8.02(c) or 8.02(d)), and (ii) release any Person Guarantor from its obligations under the Guaranty Agreement and the Collateral Documents if such Person Guarantor becomes a Non-Guarantor Subsidiary or ceases to be a Subsidiary of the Borrower pursuant to any sale, transfer, lease, disposition, merger or becomes an Excluded Subsidiaryother transaction permitted by this Agreement, including, without limitation, in either case, pursuant the event the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties in a transaction permitted by the Loan Documents; andunder this Agreement (including under Section 8.02(c) or 8.02(d)); (b) in (i) release, subordinate, enter into non-disturbance agreements or consent to the case of release by the Collateral Agent (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of the Security Document upon the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party) and (ii) enter into any subordination agreement, non-disturbance agreement Collateral or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to the Collateral Agent, Guarantor in connection with (x) any event contemplated in Section 11.15(a), (y) any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by to be granted hereunder or any other Permitted Lien that is permitted to be prior to the Collateral Agent’s Lien on the Collateral in accordance with this Agreement or (z) any Payment in Full hereunder or termination hereof, and (ii) notwithstanding Section 11.01 or any other provision in any Loan Document to the contrary, amend, modify, supplement, restate, terminate or release in whole or in part any of the Loan Documents from time to be granted time to (x) add Guarantors of the Obligations, (y) add property or a Disposition permitted by the other assets as Collateral, (z) approve of any correction or update to any Schedule hereto or to any other Loan Documents. The Borrower shall deliver Document to the Administrative Agent extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the Collateral Agent, as applicable, such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions consummation of any transaction or exercise of any rights of the Loan DocumentsParties permitted hereunder for which no consent is required or for which the required consent has been received, or (d) release from perfection any Lien created by any Loan Document that is no longer required by the terms hereof or such Loan Document to be perfected.

Authorization to Release Collateral and Guarantors. Each Secured Party expressly agrees that, upon the written request of the Borrower (accompanied by such certificates and other documentation as the applicable Agent may reasonably request), the applicable Agent shall, so long as no Event of Default would exist exists after giving effect thereto: (a) : in the case of the Administrative AgentAgentsAgent , with the consent execute a release in a form reasonably satisfactory to it of the Collateral Agent (such consent not to be withheld if such release is authorized hereunder), release any Person from the Guaranty Agreement if such Person ceases to be a Subsidiary of the Borrower or if such Person is or becomes an Excluded Subsidiary, in either case, pursuant to a transaction permitted by the Loan Documents; and (b) and in the case of the Collateral Agent Agent, (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of the Security Document upon the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party) and ), (ii) enter into any subordination agreement, non-disturbance agreement or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to the Collateral Agentit, in connection with any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by the Loan Documents to be granted or a Disposition permitted by the Loan DocumentsDocuments and (iii) enter into the Intercreditor Agreement and a Receivables Related Standstill Agreement. Each Secured Party agrees to be bound by the Intercreditor Agreement and the Receivables Related Standstill Agreement. The Borrower shall deliver to the Administrative Agent AgentsAgent or the Collateral Agent, as applicable, Agent such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions of the Loan Documents.