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

Authorization to Release Collateral and Guarantors. The Lenders (including in their capacity as counterparty to any Cash Management Agreement, Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Product) and Issuing Lenders authorize the Administrative Agent (i) to release any Collateral (a) consisting of assets or Equity Interests sold or otherwise Disposed of in a Disposition permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or 8.2.6 [Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions] to a Person that is not a Loan Party, (b) upon the payment in full of all Obligations, termination or expiration of all Commitments and termination or Cash Collateralization in accordance with the provisions of this Agreement of all Letters of Credit, (c) that constitutes Excluded Property (as such term is defined in the Security Agreement), or (d) if approved, authorized or ratified in writing in accordance with Section 11.1 [Modifications, Amendments or Waivers], (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (viii) of the definition of “Permitted Liens.” Upon the written request of the Borrowers (accompanied by such certificates and other documentation as the Administrative Agent may reasonably request), the Administrative Agent, on behalf of the Lenders and without any consent or action by any Lender, shall at the sole cost and expense of the Loan Parties (a) provide the releases described in the preceding sentence and (b) release the Collateral upon Payment in Full hereunder. Upon request by the Administrative Agent at any time, the Required 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 this Agreement and other Loan Documents pursuant to this Section 10.10 [Authorization to Release Collateral and Guarantors]. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Authorization to Release Collateral and Guarantors. The Lenders (including in their capacity as counterparty to any Cash Management Agreement, Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Producti) and Issuing Lenders authorize Each of the Secured Parties irrevocably authorizes the Administrative Agent Agent, at its option and in its discretion: (iA) to release any Collateral Lien on any property granted to or held by the Administrative Agent under any Loan Document (ax) consisting of assets or Equity Interests upon the Payment in Full, (y) that is sold or otherwise Disposed disposed of or to be sold or otherwise disposed of as part of or in a Disposition connection with any sale or other disposition permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or 8.2.6 [Liquidationsthis Agreement, Mergers, Consolidations, Amalgamations, Acquisitions] to a Person that is not a Loan Party, (b) upon the payment in full of all Obligations, termination or expiration of all Commitments and termination or Cash Collateralization in accordance with the provisions of this Agreement of all Letters of Credit, (c) that constitutes Excluded Property (as such term is defined in the Security Agreement), or (dz) subject to Section 11.2 [Modifications; Amendment or Waivers], if approved, authorized or ratified in writing in accordance with Section 11.1 [Modifications, Amendments or Waivers], by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents and (iiiB) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on Purchase Money Security Interest; and (C) to release any Guarantor from its obligations under the Guaranty Agreement if (x) such property that is Person ceases to be a Subsidiary as a result of a transaction permitted by under the Loan Documents or (y) such Person becomes an Excluded Subsidiary pursuant to clause (viiiiv) of the definition of “Permitted Liens.” Upon the written request of the Borrowers (accompanied by such certificates and other documentation as the Administrative Agent may reasonably request), the Administrative Agent, on behalf of the Lenders and without any consent or action by any Lender, shall at the sole cost and expense of the Loan Parties (a) provide the releases described in the preceding sentence and (b) release the Collateral upon Payment in Full hereunderthereof. Upon request by the Administrative Agent at any time, the Required 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 this the Guaranty Agreement and other Loan Documents pursuant to this Section 10.10 [Authorization to Release Collateral and Guarantors]. 10.10. (ii) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, validity, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Authorization to Release Collateral and Guarantors. The Lenders (including in their capacity as counterparty to any Cash Management Agreement, Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Product) and Issuing Lenders authorize Each Secured Party expressly authorizes the Administrative Agent (i) to release any Collateral Agents: (a) consisting in the case of assets or Equity Interests sold or otherwise Disposed 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 a Disposition permitted under Full as contemplated by Section 8.2.7 11.7 [Dispositions of Assets or Subsidiaries] or 8.2.6 [Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions] to a Person that is not a Loan Party, Duration; Survival]; (b) upon the payment in full of all Obligations, termination or expiration of all Commitments and termination or Cash Collateralization in accordance with the provisions of this Agreement of all Letters of Credit, (c) that constitutes Excluded Property (as such term is defined in the Security Agreement)case of the Administrative Agent, or (d) if approved, authorized or ratified execute a release in writing in accordance with Section 11.1 [Modifications, Amendments or Waivers], (ii) a form reasonably satisfactory to release it of any Guarantor Person from its obligations under the Guaranty Agreement if such Person (x) ceases to be a Subsidiary as a result of the Borrower or (y) if such Person is or becomes an Excluded Subsidiary, in either case, pursuant to a transaction permitted under by the Loan Documents; (c) 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 any Security Document upon (x) the Disposition (other than any lease) of such asset permitted by the Loan Documents and (iiiother than a Disposition to a Loan Party), (y) a Person being released from the Guaranty Agreement (A) if pursuant to subordinate 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), 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 property granted subordination agreement, non-disturbance agreement or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to it, in connection with (x) any easements, permits, licenses, rights of way, options, surface leases or held other surface rights or interests permitted by the Administrative Agent under any Loan Document Documents to the holder of any Lien on such property that is be granted or a Disposition permitted by the Loan Documents or (y) Liens permitted under clause (viii10) of the definition of “Permitted Liens.” Upon . The Borrower shall deliver to the written request of Administrative Agent or the Borrowers (accompanied by Collateral Agent such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions of the Loan Documents (including with respect to their authority hereunder), and the Administrative Agent and Collateral Agent may reasonably request)rely, the Administrative Agentwithout independent investigation, on behalf of the Lenders and without any consent or action by any Lender, shall at the sole cost and expense of the Loan Parties (a) provide the releases described in the preceding sentence and (b) release the Collateral upon Payment in Full hereunder. Upon request by the Administrative Agent at any time, the Required 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 this Agreement such certificates and other Loan Documents pursuant to this Section 10.10 [Authorization to Release Collateral and Guarantors]. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateraldocuments.

Authorization to Release Collateral and Guarantors. The Lenders (including in their capacity as counterparty to any Cash Management Agreement, Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Product) and Issuing Lenders authorize Each Secured Party expressly authorizes the Administrative Agent (i) to release any Collateral Agents: (a) consisting in the case of assets or Equity Interests sold or otherwise Disposed 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 a Disposition permitted under Full as contemplated by Section 8.2.7 11.7 [Dispositions of Assets or Subsidiaries] or 8.2.6 [Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions] to a Person that is not a Loan Party, Duration; Survival]; (b) upon the payment in full of all Obligations, termination or expiration of all Commitments and termination or Cash Collateralization in accordance with the provisions of this Agreement of all Letters of Credit, (c) that constitutes Excluded Property (as such term is defined in the Security Agreement)case of the Administrative Agent, or (d) if approved, authorized or ratified to execute a release in writing in accordance with Section 11.1 [Modifications, Amendments or Waivers], (ii) a form reasonably satisfactory to release it of any Guarantor Person from its obligations under the Guaranty Agreement (x) if such Person ceases to be a Subsidiary as a result 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 or any documentation relating to any Pari Passu Term B Debt; and (c) in the case of the Collateral Agent, to (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of any Security Document upon (x) the Disposition (other than any lease) of such asset permitted by the Loan Documents and (iiiother than a Disposition to a Loan Party), (y) a Person being released from the Guaranty Agreement (A) if pursuant to subordinate clause (b)(x) above, with respect to any Lien on any property granted the assets of such Person and the Equity Interests of such Person and (B) if pursuant to or held by the Administrative Agent under any Loan Document clause (b)(y) above, with respect to the holder of any Lien on the assets of such property that is 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 it, 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 or (y) Liens permitted under clause (viii10) of the definition of “Permitted Liens.” Upon the written request and (iii) in connection with an incurrence of the Borrowers (accompanied by such certificates and other documentation as the Administrative Agent may Indebtedness referred to in Section 8.2.1(n) [Indebtedness], enter into an intercreditor agreement reasonably request), satisfactory to the Administrative Agent, on behalf of the Lenders and without any consent or action by any Lender, shall at the sole cost and expense of the Loan Parties (a) provide the releases described in the preceding sentence and (b) release the Collateral upon Payment in Full hereunder. Upon request by the Administrative Agent at any time, the Required 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 this Agreement and other Loan Documents pursuant to this Section 10.10 [Authorization to Release Collateral and Guarantors]. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Authorization to Release Collateral and Guarantors. The Lenders (including in their capacity as counterparty to any Cash Management Agreement, Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Product) and Issuing Lenders authorize the Administrative Agent to (i) to release any Collateral that becomes Excluded Property (aor any assets no longer required to be Collateral pursuant to the terms hereof or of any other Loan Document) or any Collateral consisting of assets or Equity Interests equity interests sold or otherwise Disposed disposed of in a Disposition sale or other disposition or transfer permitted under Section 8.2.7 [Dispositions of Assets 8.02(d) or Subsidiaries] or 8.2.6 [Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions] to a Person that is not a Loan Party, (b) upon the payment in full of all Obligations, termination or expiration of all Commitments and termination or Cash Collateralization in accordance with the provisions of this Agreement of all Letters of Credit, (c) that constitutes Excluded Property (as such term is defined in the Security Agreement8.02(c), or (d) if approved, authorized or ratified in writing in accordance with Section 11.1 [Modifications, Amendments or Waivers], and (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person Guarantor becomes a Non-Guarantor Subsidiary or ceases to be a Subsidiary as a result pursuant to any sale, transfer, lease, disposition, merger or other transaction permitted by this Agreement, including, without limitation, in the event the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under the Loan Documents and (iiiSection 8.02(d) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (viii) of the definition of “Permitted Liens.” 8.02(c). Upon the written request of the Borrowers Borrower (accompanied by such certificates and other documentation as the Administrative Agent or any Lender may reasonably request)) the Agent on behalf of the Lenders, (i) shall release, subordinate, enter into non-disturbance agreements or consent to the release by the Agent of any Collateral or Guarantor in connection with any event contemplated above or any easements, permits, licenses, rights of way, surface leases or other surface rights or interests permitted to be granted hereunder or any Payment in Full hereunder or termination hereof, and (ii) notwithstanding Section 13.01 or any other provision in any Loan Document to the contrary, the Administrative AgentAgent may, on behalf of the Lenders and without Lenders, amend, modify, supplement, restate, terminate or release in whole or in part any of the Loan Documents from time to time or consent or to such action by the Agent to (a) add Guarantors of the Obligations, (b) add property or other assets as Collateral, (c) approve of any Lender, shall at correction or update to any Schedule hereto or to any other Loan Document to the sole cost and expense extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received, or (a) provide the releases described in the preceding sentence and (bd) release the Collateral upon Payment in Full hereunder. Upon request by the Administrative Agent at from perfection any time, the Required 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 this Agreement and other Loan Documents pursuant to this Section 10.10 [Authorization to Release Collateral and Guarantors]. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared created by any Loan Party in connection therewith, nor shall Document that is no longer required by the Administrative Agent terms hereof or such Loan Document to be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralperfected.

Authorization to Release Collateral and Guarantors. The Lenders (including in their capacity as counterparty to any Cash Management Agreement, Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Producti) and Issuing Lenders authorize Each of the Secured Parties irrevocably authorizes the Administrative Agent Agent, at its option and in its discretion: (iA) to release any Collateral Lien on any property granted to or held by the Administrative Agent under any Loan Document (ax) consisting of assets or Equity Interests upon the Expiration Date, (y) that is sold or otherwise Disposed disposed of or to be sold or otherwise disposed of as part of or in a Disposition connection with any sale or other disposition permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or 8.2.6 [Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions] to a Person that is not a the Loan Party, (b) upon the payment in full of all Obligations, termination or expiration of all Commitments and termination or Cash Collateralization in accordance with the provisions of this Agreement of all Letters of Credit, (c) that constitutes Excluded Property (as such term is defined in the Security Agreement)Documents, or (dz) subject to Section 11.2 [Modifications; Amendment or Waivers], if approved, authorized or ratified in writing in accordance with Section 11.1 [Modifications, Amendments by the Required Lenders; (B) to subordinate any Lien on any property granted to or Waivers], held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that secures Purchase Money Indebtedness; and (iiC) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (viii) of the definition of “Permitted Liens.” Upon the written request of the Borrowers (accompanied by such certificates and other documentation as the Administrative Agent may reasonably request), the Administrative Agent, on behalf of the Lenders and without any consent or action by any Lender, shall at the sole cost and expense of the Loan Parties (a) provide the releases described in the preceding sentence and (b) release the Collateral upon Payment in Full hereunderDocuments. Upon request by the Administrative Agent at any time, the Required 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 this the Guaranty Agreement and other Loan Documents pursuant to this Section 10.10 [Authorization to Release Collateral and Guarantors]. 10.10. (ii) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Authorization to Release Collateral and Guarantors. The Lenders (including in their capacity as counterparty to any Cash Management AgreementIt is expressly agreed by each Lender and each Issuing Lender, Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Product) and Issuing Lenders authorize the Administrative Agent that (i) to release any Collateral (a) consisting of assets or Equity Interests sold or otherwise Disposed of in a Disposition permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or 8.2.6 [Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions] to a Person that is not a Loan Party, (b) upon the payment in full of all Obligations, termination or expiration of all Commitments and termination or Cash Collateralization in accordance with the provisions of this Agreement of all Letters of Credit, (c) that constitutes Excluded Property (as such term is defined in the Security Agreement), or (d) if approved, authorized or ratified in writing in accordance with Section 11.1 [Modifications, Amendments or Waivers], (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (viii) of the definition of “Permitted Liens.” Upon the written request of the Borrowers Borrower (accompanied by such certificates and other documentation as the Administrative Agent may reasonably request) the Administrative Agent on behalf of the Lenders and without any consent or action by any Lender, shall, so long as no Event of Default exists after giving effect thereto, release, subordinate, enter into non-disturbance agreements or consent to the release by the Collateral Trustee of or with respect to (x) any Collateral or any Guarantor from a Guaranty Agreement or any other Loan Document, in either case, in connection with any sale, transfer, lease, disposition, merger or other transaction permitted or not prohibited by this Agreement (including without limitation, a release of Accounts or contracts giving rise to Accounts from time to time in connection with the Permitted Receivables Financing and releases in connection with any Permitted Gas Properties Disposition or Permitted Coal Properties Disposition), such release to include releases from the Guaranty Agreement 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 assets of such Loan Party that becomes an Excluded Subsidiary or ceases to be a Subsidiary (other than, with respect to CNX Gas, a pledge of its capital stock or equity interests directly owned by any Loan Party) or (y) any assets no longer required to be Collateral pursuant to the terms hereof or of any other Loan Document or (z) any easements, permits, licenses, rights of way, surface leases or other surface rights or interests permitted to be granted hereunder, and (ii) notwithstanding Section 11.1 [Modifications, Amendments or Waivers] or any other provision in any Loan Document to the contrary, the Administrative AgentAgent may, on behalf of the Lenders and without any consent or action by any Lender, shall at amend, modify, supplement, restate, terminate or release in whole or in part any of the sole cost and expense Loan Documents from time to time or consent to such action by the Collateral Trustee to (a) cure any ambiguity, omission, defect or inconsistency, (b) comply with any provision hereunder or under any other Loan Document, (c) add Guarantors of the Obligations; (d) add property or other assets as Collateral, (e) add covenants of the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Parties, (f) approve of any correction or update to any Schedule hereto or to any other Loan Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received, (ag) provide make any change that does not adversely affect the releases described in the preceding sentence and rights of any Lender, (bh) release the Collateral upon Payment in Full hereunder. Upon request by the Administrative Agent at from perfection any time, the Required 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 this Agreement and other Loan Documents pursuant to this Section 10.10 [Authorization to Release Collateral and Guarantors]. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared created by any Loan Party Document that is no longer required by the terms hereof or such Loan Document to be perfected, or (i) share Collateral on a pro rata basis with any counterparty to a Specified Hedge Agreement described in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion clause (iii) of the Collateraldefinition of Specified Hedge Agreement.

Authorization to Release Collateral and Guarantors. The Lenders (including in their capacity as counterparty to any Cash Management AgreementEach of the Lenders, the Issuing Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Product) and Issuing Lenders authorize the other Secured Parties irrevocably authorizes the Administrative Agent (i) to release any Collateral (a) any Collateral consisting of assets or Equity Interests equity interests sold or otherwise Disposed disposed of in a Disposition sale or other disposition or transfer permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations, AmalgamationsAcquisitions], Acquisitions] to a Person that is not a Loan Party, and (b) upon the payment in full of all Obligations, termination or expiration of all Commitments and termination or Cash Collateralization in accordance with the provisions of this Agreement of all Letters of Credit, (c) that constitutes Excluded Property (as such term is defined in the Security Agreement), or (d) if approved, authorized or ratified in writing in accordance with Section 11.1 [Modifications, Amendments or Waivers], (ii) to release any Guarantor from its obligations under the Guaranty Guarantee and Collateral Agreement and any other Loan Document if the ownership interests in such Person ceases Guarantor are sold or otherwise disposed of or transferred to be a Subsidiary as a result Persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions]. Each of the Loan Documents Lenders, the Issuing Lender and (iii) the other Secured Parties irrevocably authorizes the Administrative Agent, in its discretion, to subordinate or release any Lien on any property granted to or held by the Administrative Agent under any Loan Document Collateral to the holder of any Lien on such property that is permitted by clause described under clauses (vii), (viii), (x) and (xvi) of the definition of “Permitted Liens.” Upon the written request of the Borrowers (accompanied by such certificates and other documentation as to enter into any intercreditor agreement, subordination agreement or similar agreement acceptable to the Administrative Agent may reasonably request), the Administrative Agent, on behalf of the Lenders and without any consent or action by any Lender, shall at the sole cost and expense of the Loan Parties (a) provide the releases described in the preceding sentence and (b) release the Collateral upon Payment in Full hereunderwith respect to such property. Upon request by the Administrative Agent at any time, the Required 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 this the Guaranty and Collateral Agreement and other Loan Documents pursuant to this Section 10.10 [Authorization to Release Collateral and Guarantors]10.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Authorization to Release Collateral and Guarantors. The Lenders (including in their capacity as counterparty to any Cash Management Agreement, Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Product) and Issuing Lenders authorize the Administrative Agent (i) to release any Collateral (a) consisting of assets or Equity Interests sold or otherwise Disposed of in a Disposition permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or 8.2.6 [Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions] to a Person that is not a Loan Party, (b) upon the payment in full of all Obligations, termination or expiration of all Commitments and termination or Cash Collateralization in accordance with the provisions of this Agreement of all Letters of Credit, (c) that constitutes Excluded Property (as such term is defined in the Security Agreement), or (d) if approved, authorized or ratified in writing in accordance with Section 11.1 [Modifications, Amendments or Waivers], and (ii) to release any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Person ceases Guarantor are sold or otherwise Disposed of to be a Subsidiary as a result persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under the Loan Documents and (iii) Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions] to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (viii) of the definition of “Permitted Liens.” Upon the written request of the Borrowers (accompanied by such certificates and other documentation as the Administrative Agent may reasonably request), the Administrative Agent, on behalf of the Lenders and without any consent or action by any Lender, shall at the sole cost and expense of the Loan Parties (a) provide the releases described in the preceding sentence and (b) release the Collateral upon Payment in Full hereunder. Upon request by the Administrative Agent at any time, the Required 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 this Agreement and other Loan Documents pursuant to this Section 10.10 [Authorization to Release Collateral and Guarantors]. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Authorization to Release Collateral and Guarantors. The Lenders (including in their capacity as counterparty to any Cash Management AgreementLenders, the Swing Loan Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Product) and Issuing Lenders authorize the Administrative Agent to release (i) to release any Collateral that becomes Excluded Collateral (aor any assets no longer required to be Collateral pursuant to the terms hereof or of any other Loan Document) or any Collateral consisting of assets or Equity Interests equity interests sold or otherwise Disposed disposed of in a Disposition sale or other disposition or transfer permitted under Section 8.2.7 8.2.4 [Dispositions of Assets or Subsidiaries] or 8.2.6 8.2.3 [Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions] to a Person that is not a Loan Party, (b) upon the payment in full of all Obligations, termination or expiration of all Commitments and termination or Cash Collateralization in accordance with the provisions of this Agreement of all Letters of Credit, (c) that constitutes Excluded Property (as such term is defined in the Security Agreement), or (d) if approved, authorized or ratified in writing in accordance with Section 11.1 [Modifications, Amendments or Waivers], and (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person Guarantor becomes a Non-Guarantor Subsidiary or ceases to be a Subsidiary as a result pursuant to any sale, transfer, lease, disposition, merger or other transaction permitted by this Agreement, including, without limitation, in the event the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under the Loan Documents and (iii) to subordinate any Lien on any property granted to Section 8.2.4 [Dispositions of Assets or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (viii) of the definition of “Permitted Liens.” Subsidiaries] or 8.2.3 [Liquidations, Mergers, Consolidations, Acquisitions]. Upon the written request of the Borrowers Borrower (accompanied by such certificates and other documentation as the Administrative Agent may reasonably request), ) the Administrative Agent or Collateral Agent, as applicable, on behalf of the Lenders and without any consent or action by any Lender, (i) shall at release, subordinate, enter into non-disturbance agreements or consent to the sole cost release by the Collateral Agent of any Collateral or Guarantor in connection with any event contemplated above or any easements, permits, licenses, rights of way, surface leases or other surface rights or interests permitted to be granted hereunder or any Payment in Full hereunder or termination hereof, and expense (ii) notwithstanding Section 11.1 [Modifications, Amendments or Waivers] or any other provision in any Loan Document to the contrary, the Administrative Agent may, on behalf of the Lenders and without any consent or action by any Lender, amend, modify, supplement, restate, terminate or release in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to (a) cure any ambiguity, omission, defect or inconsistency, (b) comply with any provision hereunder or under any other Loan Document other than those amended by this clause (b), (c) add Guarantors of the Obligations; (d) add property or other assets as Collateral, (e) approve of any correction or update to any Schedule hereto or to any other Loan Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received, (a) provide the releases described in the preceding sentence and (bf) release the Collateral upon Payment in Full hereunder. Upon request by the Administrative Agent at from perfection any time, the Required 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 this Agreement and other Loan Documents pursuant to this Section 10.10 [Authorization to Release Collateral and Guarantors]. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared created by any Loan Party in connection therewithDocument that is no longer required by the terms hereof or such Loan Document to be perfected, nor shall or (g) enter into the Administrative Agent be responsible Collateral Sharing Agreement with any Lender or liable its Affiliate to the Lenders for share Collateral on a pro rata basis with any failure counterparty to monitor or maintain any portion of the Collaterala Lender-Provided Commodity Hedge and/or Lender-Provided Interest Rate Hedge.