Common use of Guaranty and Collateral Matters Clause in Contracts

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and the Collateral Agent is authorized, to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct the Collateral Agent (and the Lenders irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens on Collateral that is Disposed of (or whose owner ceases to be a Subsidiary) or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The Lenders Each Secured Party hereby authorize U.S. Bank National Association to act as Collateral Agent under and/or by accepting the benefits of the Collateral Agency Agreement authorizes each Administrative Agent or Collateral Trustee, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Pledge and Security Agreement and authorize Documents, as applicable; provided that neither the Facilities Administrative Agent nor Collateral Trustee shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Secured Obligations with respect to any Secured Hedging Agreement or Secured Cash Management Agreement. Subject to Section 10.01, without further written consent or authorization from any Secured Party, the Facilities Administrative Agent or Collateral Trustee, as applicable, may execute any documents or instruments necessary (and, in the case of the Facilities Administrative Agent, provide instructions or confirmation to the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created Trustee as contemplated by the Collateral Documents and Guarantors may be released from their obligations Trust Agreement) to (i) under the applicable Guaranty at any time circumstances described in clause (A) of Section 10.21(a), confirm or from time to time in accordance with acknowledge that the provisions of Liens on the Collateral Documents or as provided hereby. Upon no longer secure the request of the BorrowerSecured Obligations, (ii) in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and the Collateral Agent is authorized, to release Collateral that is Disposed a sale or disposition of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction assets permitted by this Agreement. Upon receipt , release any Liens encumbering any item of Collateral that is the subject of such requestsale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented, (iii) release any Guarantor from the Guaranty pursuant to Section 10.21 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented or (iv) acknowledge and confirm that specified assets of the Loan Parties are Excluded Assets. (b) Subject to the Collateral Trust Agreement, the Administrative Agent shall instruct the Collateral Agent (Lenders and the Lenders L/C Issuers irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release Facilities Administrative Agent to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under in accordance with the Loan Documents as a result terms of a transaction permitted hereunder and (ii) any Liens on Collateral that is Disposed of (or whose owner ceases to be a Subsidiary) or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this AgreementSection 10.21. Upon request by the Facilities Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Facilities Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (bc) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating, the Liens under The Lenders irrevocably authorize the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct Trustee to release any Lien on any property granted to or held by the Collateral Agent to, Trustee under any Loan Document in accordance with the terms of Section 10.21 and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice Trust Agreement. Upon request by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Facilities Administrative Agent or the Collateral Agent be responsible Trustee at any time, the Required Lenders will confirm in writing the Collateral Trustee’s authority to release its interest in particular types or liable to the Lenders for any failure to monitor or maintain any portion items of the Collateralproperty in accordance with this Section.

Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize U.S. Bank National Association of America, N.A. to act as Collateral Agent under the Collateral Agency Agreement Documents and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalfGuaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Collateral Agent is authorized to instruct the Collateral Agent, and the Collateral Agent is authorized, to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Collateral Agent shall instruct the Collateral Agent (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is Disposed sold or otherwise disposed of (or whose owner ceases to be a Subsidiarysold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) If at any time Upon the first occurrence of an Investment Grade Event following the Closing Date the Borrower first achieves an Investment Grade RatingDate, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Collateral Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement Joinder on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and and/or the Collateral Agent is authorized, authorized to release Collateral that is Disposed sold, conveyed or disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderDocuments, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct and/or the Collateral Agent shall (and the Lenders irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on Collateral that is Disposed disposed of (or whose owner ceases to be a Subsidiary) or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize U.S. Bank National Association of America, N.A. to act as Collateral Agent under the Collateral Agency Agreement Documents and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalfGuaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Collateral Agent is authorized to instruct the Collateral Agent, and the Collateral Agent is authorized, to release Collateral that is Disposed disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Collateral Agent shall instruct the Collateral Agent (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer) irrevocably authorize the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is Disposed sold or otherwise disposed of (or whose owner ceases to be a Subsidiarysold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Collateral Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Collateral Agent, whereupon the Administrative Collateral Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The TheWithout limiting the provisions of Section 9.09, each of the Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and theeach L/C IssuersIssuer irrevocably authorize the Administrative Agent at its option and in its discretion: (a) to execute the Collateral Agency Agreement release any Lien on their behalf. Collateral may be released from the Lien and security interest created any property granted to or held by the Collateral Documents Administrative Agent under any Loan Document (i) upon the payment in full of the Loans and Guarantors may be released from their all other Obligations that are accrued and payable and the termination of the Commitments hereunder (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Guaranteed Cash Management Agreements and Guaranteed Swap Contracts as to which arrangements satisfactory to the applicable Guaranty at any time Lender of Affiliate of a Lender shall have been made) and the expiration or from time termination of all Letters of Credit (other than Letters of Credit as to time in accordance with which other arrangements satisfactory to the provisions Administrative Agent and each applicable L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of the Collateral Documents or to be sold or otherwise disposed of as provided hereby. Upon the request part of the Borrower, or in connection with any transaction otherwise sale or other disposition permitted hereunderhereunder or under any other Loan Document or upon any applicable Loan Party being released from its Obligations hereunder (including the ESOL Assets/Equity Interests to the extent the ESOL Disposition is consummated in accordance with Section 7.05(k)), or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent is authorized to instruct the Collateral Agent, and under any Loan Document to the Collateral Agent is authorized, to release Collateral holder of any Lien on such property that is Disposed of (or whose owner ceases to be the Borrower or a Guarantorpermitted by Section 7.01(j), 7.01(k) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred 7.01(l); and (and so securedc) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct the Collateral Agent (and the Lenders irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Designated Borrower from its obligations hereunder so long as all Loans to such Designated Borrower have been repaid and (ii) any Guarantor from its obligations under the applicable any Domestic Subsidiary Guaranty, any Luxembourg Subsidiary Guaranty, any Canadian Subsidiary Guaranty, any UK Subsidiary Guaranty, any Spanish Subsidiary Guaranty or any other Guaranty executed by such Guarantor, as applicable, in each case if such Person ceases to be required to be a Guarantor under the Loan Documents Subsidiary as a result of a transaction permitted hereunder and (ii) including any Liens on Collateral Guarantor that is Disposed part of (or whose owner ceases the ESOL Assets/Equity Interests to be a Subsidiarythe extent the ESOL Disposition is consummated in accordance with Section 7.05(k)) or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreementbecomes an Excluded Subsidiary. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor Guarantoror subordinate its interest in particular types or items of property, or to release a Loan Party or its property from its obligations under a Guarantyhereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as the Company may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Loan Party from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Loan Documents, in either case, pursuant to each case in accordance with the terms of the Loan Documents and this Section 9.10. (b) If at . In the case of any time following the Closing Date the Borrower first achieves an Investment Grade Ratingsuch sale, transfer of disposal of any property constituting Collateral in a transaction constituting a Disposition permitted pursuant to Section 7.05 to a Person other than a Domestic Loan Party, the Liens under created by any of the Collateral Security Documents securing the Obligations on such property shall be automatically be released (the date of such release, the “Collateral Release Date”), whereupon without need for further action by the Administrative Agent shall instruct or any person (including the Collateral Agent to, and release of any Liens on the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as ESOL Assets/Equity Interests upon the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each consummation of the ETP Retail Holdings Guaranty and ESOL Disposition in accordance with Section 7.05(k)). Without limiting the foregoing, in the case of any guaranty delivered Disposition of ESOL Assets/Equity Interests in a transaction permitted pursuant to Section 6.10(a) may 7.05(k), ESOL shall be automatically released upon written notice as a Subsidiary Guarantor without the need for further action by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such releaseany other Person. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and and/or the Collateral Agent is authorized, authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderhereunder (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(m) and secured pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct and/or the Collateral Agent shall (and the Lenders irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on Collateral that is Disposed of (or whose owner ceases to be a Subsidiary) or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral DocumentsDocuments (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(m)), and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge Bank Product Provider irrevocably authorize and Security Agreement and authorize direct the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien to, and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agentshall, and the Collateral Agent is authorized, to automatically release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct the Collateral Agent (and the Lenders irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty upon the payment in full of the Obligations or if such Person ceases to be required to be a Guarantor under the Loan Documents Credit Party or a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a an action or transaction permitted hereunder hereunder. In connection with such release, the Administrative Agent shall promptly execute and (ii) any Liens on Collateral that is Disposed of (or whose owner ceases to be a Subsidiary) or (b) any necessary or proper amendments deliver to the Collateral Documentsapplicable Credit Party, instrumentsat the Borrowers’ expense, intercreditor agreements or other agreements (i) all documents that the applicable Credit Party shall reasonably request to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any evidence such Indebtedness, in each case, pursuant to a transaction permitted by this Agreementrelease. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10Section. (b) If at Upon the sale, lease, transfer or other disposition of any time following item of Collateral (including, without limitation, for the Closing Date avoidance of doubt, any Permitted Securitization Assets pursuant to a Permitted Receivables FacilityFinancing permitted hereunder) of any Credit Party or a Restricted Subsidiary (including, without limitation, as a result of the Borrower first achieves an Investment Grade Ratingsale, in accordance with the terms of the Credit Documents, of a Credit Party or Restricted Subsidiary that owns such Collateral but excluding Dispositions among Credit Parties) in accordance with the terms of the Credit Documents, the Liens security interest created in such item of Collateral under the Collateral Credit Documents securing shall be automatically released and the Obligations shall automatically be released (Administrative Agent will, at the date Borrowers’ expense, execute and deliver to such Credit Party such documents as such Credit Party or Restricted Subsidiary may reasonably request to evidence the release of such releaseitem of Collateral from the assignment and security interest granted under the Credit Documents in accordance with the terms of the Credit Documents and, if applicable, the “Collateral Release Date”)release of such Credit Party or Restricted Subsidiary from its obligations under the Guaranty and the Security Agreement. Upon the payment in full in cash of the Obligations, whereupon the Administrative Agent shall instruct take such action as may be reasonably required by the Collateral Agent toBorrowers, at the expense of the Borrowers, to release the Liens and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice created by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralCredit Documents.

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and and/or the Collateral Agent is authorized, authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderhereunder (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l) and secured pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon receipt In addition, each of such requestthe Administrative Agent and/or the Collateral Agent is authorized to amend the Collateral Documents to provide for the exclusion of the Excluded ETP LLC Assets from the grant of the Lien provided for therein as security for the Obligations so long as, contemporaneously therewith, the Excluded ETP LLC Assets are also excluded from the grant of the Lien provided for therein as security for the Term Loan Obligations and, in connection with the foregoing, the Administrative Agent shall instruct and/or the Collateral Agent shall (and the Lenders irrevocably authorize the Administrative Agent and the Collateral AgentAgent to) execute, deliver or acknowledge any necessary or proper amendments or other modifications to the Collateral Documents or other agreements or filings to exclude the Excluded ETP LLC Assets from the grant of the Lien provided for in the Collateral Documents as security for the Obligations. Upon receipt of any such request, the Administrative Agent and/or the Collateral Agent shall (and the Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to) execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on Collateral that is Disposed of (or whose owner ceases to be a Subsidiary) ), or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral DocumentsDocuments (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l)), and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and and/or the Collateral Agent is authorized, authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderhereunder (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l) and secured pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct and/or the Collateral Agent shall (and the Lenders irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on Collateral that is Disposed of (or whose owner ceases to be a Subsidiary) or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral DocumentsDocuments (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l)), and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and irrevocably authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien Agents and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, at their option and the Collateral Agent is authorized, to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct the Collateral Agent (and the Lenders irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release their discretion to release (i) any Guarantor from its obligations under the applicable Guaranty any Loan Documents if such Person ceases to be required to be a Guarantor under the Loan Documents Material Subsidiary as a result of a transaction permitted hereunder under the Loan Documents (and the Administrative Agents and Collateral Agent may rely conclusively on a certificate to that effect provided to them by the Borrower upon the reasonable request of either Administrative Agent or the Collateral Agent without further inquiry) and (ii) any Liens on Collateral that is Disposed of Lien (or whose owner ceases subordinate such Lien) on any assets constituting Collateral (w) upon the grantor of such Lien (if other than the Borrower) ceasing to be a SubsidiaryGuarantor, (x) or (b) any necessary or proper amendments to upon the Collateral Documents, instruments, intercreditor agreements sale or other agreements (i) to include any additional Indebtedness disposition of such assets as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature result of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted under the Loan Documents (and the Administrative Agents and Collateral Agent may rely conclusively on a certificate to that effect provided to them by the Borrower upon the reasonable request of either Administrative Agent or the Collateral Agent without further inquiry), (y) if approved, authorized or ratified in writing in accordance with Section 10.2 or (z) upon the payment in full of all Loan Document Obligations, termination or expiration of the Commitments of the Lenders to make any Loan or to issue any Letter of Credit and termination or cash collateralization in accordance with the provisions of this AgreementAgreement of all Letters of Credit. Upon request by the Administrative Agent Agents or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Administrative Agents’ and the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release Liens on any Collateral from granted pursuant to the Collateral Documents, in either case, Security Documents pursuant to this Section 9.10. (b) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating9.9. In each case as specified in this Section 9.9, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent to, Agents and the Collateral Agent shallwill, use reasonable efforts at the Borrower’s expense, execute and deliver to promptly file all the applicable Loan Party such further releases, termination statements, documents, agreements, certificates and instruments and do documents as such further acts as the Borrower Loan Party may reasonably require request to more effectively evidence release such Guarantor from its obligations under the Guaranty or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 Liens on the Collateral, in each case in accordance with the existence, priority or perfection terms of the Administrative Agent’s and/or Loan Documents and this Section 9.9. If, in compliance with the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion terms and provisions of the CollateralLoan Documents, all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.3 hereof).

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and and/or the Collateral Agent is authorized, authorized to release Collateral that is Disposed sold, conveyed or disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderDocuments, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct and/or the Collateral Agent shall (and the Lenders irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on Collateral that is Disposed disposed of (or whose owner ceases to be a Subsidiary) or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The Without limiting the provisions of Section 9.09, each of the Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and each L/C Issuer irrevocably authorize the Administrative Agent at its option and in its discretion: (a) to execute the Collateral Agency Agreement release any Lien on their behalf. Collateral may be released from the Lien and security interest created any property granted to or held by the Collateral Documents Administrative Agent under any Loan Document (i) upon the payment in full of the Loans and Guarantors may be released from their all other Obligations that are accrued and payable and the termination of the Commitments hereunder (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Guaranteed Cash Management Agreements and Guaranteed Swap Contracts as to which arrangements satisfactory to the applicable Guaranty at any time Lender of Affiliate of a Lender shall have been made) and the expiration or from time termination of all Letters of Credit (other than Letters of Credit as to time in accordance with which other arrangements satisfactory to the provisions Administrative Agent and each applicable L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of the Collateral Documents or to be sold or otherwise disposed of as provided hereby. Upon the request part of the Borrower, or in connection with any transaction otherwise sale or other disposition permitted hereunder or under any other Loan Document or upon any applicable Loan Party being released from its Obligations hereunder, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent is authorized under any Loan Document to instruct the Collateral Agent, and the Collateral Agent is authorized, to release Collateral holder of any Lien on such property that is Disposed of (or whose owner ceases to be the Borrower or a Guarantorpermitted by Section 7.01(j), 7.01(k) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred 7.01(l); and (and so securedc) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct the Collateral Agent (and the Lenders irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Designated Borrower from its obligations hereunder so long as all Loans to such Designated Borrower have been repaid and (ii) any Guarantor from its obligations under the applicable any Domestic Subsidiary Guaranty, any Luxembourg Subsidiary Guaranty, any Canadian Subsidiary Guaranty, any UK Subsidiary Guaranty or any other Guaranty executed by such Guarantor, as applicable, in each case if such Person ceases to be required to be a Guarantor under the Loan Documents Subsidiary as a result of a transaction permitted hereunder and (ii) any Liens on Collateral that is Disposed of (or whose owner ceases to be a becomes an Excluded Subsidiary) or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor or subordinate its interest in particular types or items of property, or to release a Loan Party or its property from its obligations hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as the Company may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Loan Party from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Loan Documents, in either case, pursuant to each case in accordance with the terms of the Loan Documents and this Section 9.10. (b) If at . In the case of any time following the Closing Date the Borrower first achieves an Investment Grade Ratingsuch sale, transfer of disposal of any property constituting Collateral in a transaction constituting a Disposition permitted pursuant to Section 7.05 to a Person other than a Domestic Loan Party, the Liens under created by any of the Collateral Security Documents securing the Obligations on such property shall be automatically be released (the date of such release, the “Collateral Release Date”), whereupon without need for further action by the Administrative Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such releaseperson. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The Each Lender and each Issuing Bank hereby further authorizes Administrative Agent, on behalf of and for the benefit of the Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the BorrowerIssuing Banks, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and the Collateral Agent is authorized, to release Collateral that is Disposed of (or whose owner ceases to be the Borrower agent for and representative of the Lenders with respect to the Guaranty and the other Loan Documents. Subject to Section 9.02, without further written consent or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to authorization from any Lender or any Issuing Bank, Administrative Agent may execute any intercreditor arrangements documents or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct the Collateral Agent (and the Lenders irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any instruments necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens on Collateral that is Disposed of (or whose owner ceases to be a Subsidiary) or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include release any additional Indebtedness Guarantor from the Guaranty pursuant to Section 9.17 or with respect to which Required Lenders (or such other Lenders as a secured obligation may be required to give such consent under the Collateral Documents, Section 9.02) have otherwise consented and (ii) to reflect the pari passu or junior nature of release any Lien securing the Collateral in respect of on any such Indebtedness, in each case, assets granted pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, Security Documents pursuant to this Section 9.109.17 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 9.02) have otherwise consented. (b) If at Anything contained in any time following of the Closing Date Loan Documents to the Borrower first achieves an Investment Grade Ratingcontrary notwithstanding, the Liens Borrower, the Administrative Agent, each Issuing Bank and each Lender hereby agree that none of the Lenders or the Issuing Banks shall have any right individually to enforce the Guaranty or realize on the Collateral under the Collateral Security Documents, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents securing may be exercised solely by Administrative Agent, for the Obligations shall automatically be released (benefit of the date of such release, Secured Parties in accordance with the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent to, terms hereof and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such releasethereof. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower Notwithstanding anything to the Administrative Agentcontrary contained herein or any other Loan Document, whereupon when all Obligations have been paid in full, all Commitments have terminated or expired, and each Letter of Credit has expired, been cancelled, or been Cash Collateralized (or other “backstop” arrangements) on terms reasonably satisfactory to the applicable Issuing Bank in an amount equal to the Agreed L/C Cash Collateral Amount of all Letter of Credit Usage, upon reasonable request of Borrower, Administrative Agent shall use reasonable efforts take such actions as shall be reasonably required to promptly execute release all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent shall not be responsible guarantee obligations provided 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by in any Loan Party in connection therewith, nor shall the Administrative Agent Document or the Liens on any Collateral Agent be responsible or liable granted pursuant to the Lenders for any failure Security Documents. Any such release of guarantee obligations shall be deemed subject to monitor or maintain the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the CollateralObligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge Bank Product Provider irrevocably authorize and Security Agreement and authorize direct the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien to, and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agentshall, and the Collateral Agent is authorized, to automatically release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct the Collateral Agent (and the Lenders irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty upon the payment in full of the Obligations or if such Person ceases to be required to be a Guarantor under the Loan Documents Credit Party or a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a an action or transaction permitted hereunder hereunder. In connection with such release, the Administrative Agent shall promptly execute and (ii) any Liens on Collateral that is Disposed of (or whose owner ceases to be a Subsidiary) or (b) any necessary or proper amendments deliver to the Collateral Documentsapplicable Credit Party, instrumentsat the Borrowers’ expense, intercreditor agreements or other agreements (i) all documents that the applicable Credit Party shall reasonably request to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any evidence such Indebtedness, in each case, pursuant to a transaction permitted by this Agreementrelease. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10Section. (b) If at Upon the sale, lease, transfer or other disposition of any time following item of Collateral (including, without limitation, for the Closing Date avoidance of doubt, any Permitted Securitization Assets pursuant to a Permitted Receivables Facility permitted hereunder) of any Credit Party or a Restricted Subsidiary (including, without limitation, as a result of the Borrower first achieves an Investment Grade Ratingsale, in accordance with the terms of the Credit Documents, of a Credit Party or Restricted Subsidiary that owns such Collateral but excluding Dispositions among Credit Parties) in accordance with the terms of the Credit Documents, the Liens security interest created in such item of Collateral under the Collateral Credit Documents securing shall be automatically released and the Obligations shall automatically be released (Administrative Agent will, at the date Borrowers’ expense, execute and deliver to such Credit Party such documents as such Credit Party or Restricted Subsidiary may reasonably request to evidence the release of such releaseitem of Collateral from the assignment and security interest granted under the Credit Documents in accordance with the terms of the Credit Documents and, if applicable, the “Collateral Release Date”)release of such Credit Party or Restricted Subsidiary from its obligations under the Guaranty and the Security Agreement. Upon the payment in full in cash of the Obligations, whereupon the Administrative Agent shall instruct take such action as may be reasonably required by the Collateral Agent toBorrowers, at the expense of the Borrowers, to release the Liens and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice created by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralCredit Documents.

Guaranty and Collateral Matters. (a) The Lenders Each Secured Party hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and authorize authorizes the Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to execute be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral Agency Agreement on their behalfand the Security Documents, as applicable. Collateral may be released Subject to Section 10.01, without further written consent or authorization from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunderSecured Party, the Administrative Agent is authorized to instruct the or Collateral Agent, and the Collateral Agent is authorizedas applicable, to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to may execute any intercreditor arrangements documents or amendments instruments necessary to the Collateral Documents to reflect the pari passu (i) in connection with a sale or junior nature disposition of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction assets permitted by this Agreement. Upon receipt , release any Liens encumbering any item of Collateral that is the subject of such requestsale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 10.19 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented. (b) Subject to Section 2.10 of the Guaranty, the Administrative Agent shall instruct the Collateral Agent (and the Lenders irrevocably authorize the Administrative Agent or Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of terminationas applicable, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases in accordance with the terms of Section 10.19. Upon request by the Administrative Agent or Collateral Agent, as applicable, at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s authority to be required to be a release any Guarantor from its obligations under the Loan Documents as a result of a transaction permitted hereunder and Guaranty pursuant to this Section 9.10. (iic) any Liens on Collateral that is Disposed of (or whose owner ceases to be a Subsidiary) or (b) any necessary or proper amendments to The Lenders irrevocably authorize the Collateral DocumentsAgent, instrumentsat its option and in its discretion, intercreditor agreements to release any Lien on any property granted to or other agreements (i) to include any additional Indebtedness as a secured obligation under held by the Collateral Documents, and (ii) to reflect Agent under any Loan Document in accordance with the pari passu or junior nature terms of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this AgreementSection 10.19. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property in accordance with this Section 9.10. In connection with any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, contemplated pursuant to this Section 9.10. (b) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct and/or the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts shall be entitled to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as a certificate of a Responsible Officer of the Borrower may reasonably require to more effectively evidence or effectuate stating that such release. (c) Each of the ETP Retail Holdings Guaranty release is authorized and any guaranty delivered permitted pursuant to Section 6.10(a) may be released the Loan Documents, upon written notice by which the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral Agent may conclusively rely. (d) Neither Administrative Agent nor Collateral 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 and/or the Collateral any Agent’s Lien thereon, or any certificate prepared by the Borrower or any Loan Party Guarantor in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (e) Each party to this Agreement acknowledges and agrees that the Agents shall have no obligation to file financing statements, amendments to financing statements, or continuation statements, or to perfect or maintain the perfection of any Agent’s Lien on the Collateral, other than, in each case, as instructed by the Required Lenders or counsel to the Required Lenders, together with the form of such financing statement to be filed.

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association Subject to act as Collateral the proviso contained in clause (b) below, the Administrative Agent under the Collateral Agency Agreement shall, and the Pledge and Security Agreement and Banks irrevocably authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrowerto, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and the Collateral Agent is authorized, to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct the Collateral Agent (and the Lenders irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) release any Person which is a Guarantor from its obligations under the applicable Subsidiary Guaranty and, if applicable, the Phosphate Guaranty, if such Person ceases to be required a Subsidiary of the Company or otherwise ceases to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and hereunder; (ii) release, or direct any Liens applicable collateral trustee to release, any Lien on any property granted to or held by the Administrative Agent or such collateral trustee under any Collateral that Document (x) upon termination of the Commitments and payment in full of all Loans and all other obligations of the Company hereunder (other than contingent indemnification obligations not yet due and payable) and the expiration or termination of all Letters of Credit; (y) which is Disposed of (sold or whose owner ceases to be a Subsidiary) sold or disposed of as part of or in connection with any disposition permitted hereunder or (bz) subject to Section 11.05, if approved, authorized or ratified in writing by the Required Banks; or (iii) subordinate, or direct any necessary applicable collateral trustee to subordinate, any Lien on any property granted to or proper amendments held by the Administrative Agent or such collateral trustee under any Collateral Document to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature holder of any Lien securing the Collateral in respect of any on such Indebtedness, in each case, pursuant to a transaction property which is permitted by this AgreementSection 5.09(a), (b), (c), (d), (e), (f) or, to the extent such Lien arises out of the distribution of products in the ordinary course of business consistent with past practice, (g) hereof. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders Required Banks will confirm in writing the Collateral Administrative Agent’s 's authority to, or to direct a collateral trustee to, release or subordinate its interest in particular types or items of property, or to release any Guarantor Subsidiary from its obligations under the applicable Subsidiary Guaranty or to release any Collateral from and/or the Collateral Documents, in either casePhosphate Guaranty, pursuant to this Section 9.107.11. (b) If at any time following the Closing Date The Administrative Agent agrees to promptly execute and deliver to the Borrower first achieves an Investment Grade Rating, the Liens all documents reasonably required to evidence any release or subordination permitted under this Agreement; provided that such release or subordination also is permitted under the Collateral Documents securing Other Credit Agreement and under any other agreement governing indebtedness for borrowed money of the Obligations shall automatically be released (Company or any Subsidiary which is entitled to the date benefits of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent to, Documents. Amendment to Section 11.05. Section 11.05 is amended by (a) deleting the word "or" at the end of clause (iv) thereof and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates substituting a comma therefor and instruments (b) renumbering clause "(v)" as clause "(vi)" and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of inserting the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.following new clause (v):

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and and/or the Collateral Agent is authorized, authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderhereunder (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(m) and secured pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Agent shall instruct and/or the Collateral Agent shall (and the Lenders irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on Collateral that is Disposed of (or whose owner ceases to be a Subsidiary) or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral DocumentsDocuments (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(m)), and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02 (s)), in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalf. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent is authorized to instruct the Collateral Agent, and and/or the Collateral Agent is authorized, authorized to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a GuarantorSubsidiary) and Guarantors that cease to be Restricted Persons or otherwise cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunderhereunder (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l) and secured pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement. In addition, upon the request of the Borrower, the Administrative Agent and/or the Collateral Agent is authorized to amend the Collateral Documents to provide for the exclusion of the Excluded ETP LLC Assets from the grant of the Lien provided for therein as security for the Obligations so long as, contemporaneously therewith, the Excluded ETP LLC Assets are also excluded from the grant of the Lien provided for therein as security for the Revolving Obligations. Upon receipt of any such request, the Administrative Agent shall instruct and/or the Collateral Agent shall (and the Lenders irrevocably authorize the Administrative Agent and/or the Collateral AgentAgent to) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents Restricted Person as a result of a transaction permitted hereunder and (ii) any Liens on Collateral that is Disposed of (or whose owner ceases to be a Subsidiary) or ), (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral DocumentsDocuments (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l)), and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by this Agreement, or (c) any necessary or proper amendments or other modifications to the Collateral Documents or other agreements or filings to exclude the Excluded ETP LLC Assets from the grant of the Lien provided for in the Collateral Documents as security for the Obligations. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) If at any time following the Closing Date the Borrower first achieves an Investment Grade Rating, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. (a) The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the LC Issuer hereby irrevocably appoint and authorize U.S. Bank National Association of America, N.A. to act as Collateral Agent under the Collateral Agency Agreement Documents and the Pledge and Security Agreement and authorize the Administrative Agent to execute the Collateral Agency Agreement on their behalfGuaranty. Collateral may be released from the Lien and security interest created by the Collateral Documents and Guarantors may be released from their obligations under the applicable Guaranty at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. Upon the request of the Borrower, in connection with any transaction otherwise permitted hereunder, the Administrative Collateral Agent is authorized to instruct the Collateral Agent, and the Collateral Agent is authorized, to release Collateral that is Disposed of (or whose owner ceases to be the Borrower or a Guarantor) and Guarantors that cease to be required to be Guarantors under the Loan Documents and to execute any intercreditor arrangements or amendments to the Collateral Documents to reflect the pari passu or junior nature of any Liens associated with Indebtedness permitted to be incurred (and so secured) hereunder, in each case, pursuant to a transaction permitted by this Agreement. Upon receipt of such request, the Administrative Collateral Agent shall instruct the Collateral Agent (and the Lenders (including in their capacities as a potential Cash Management Bank and a potential Hedge Bank) and the LC Issuer irrevocably authorize the Collateral Agent) to execute, deliver or acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release (i) any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be required to be a Guarantor under the Loan Documents as a result of a transaction permitted hereunder and (ii) any Liens on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination or expiration of the Aggregate Commitments and payment in full of all Obligations (other than (1) those expressly stated to survive termination, (2) contingent indemnification obligations, and (3) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized in the Minimum Collateral Amount or as to which other arrangements satisfactory to the LC Issuer shall have been made), (B) that is Disposed sold or otherwise disposed of (or whose owner ceases to be a Subsidiarysold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders or (b) any necessary or proper amendments to the Collateral Documents, instruments, intercreditor agreements or other agreements (i) to include any additional Indebtedness as a secured obligation under the Collateral Documents, and (ii) to reflect the pari passu or junior nature of any Lien securing the Collateral in respect of any such Indebtedness, in each case, pursuant to a transaction permitted by this Agreement. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Lenders will confirm in writing the Collateral Agent’s authority to release any Guarantor from its obligations under the applicable Guaranty or to release any Collateral from the Collateral Documents, in either case, pursuant to this Section 9.10. (b) If at any time Upon the first occurrence of an Investment Grade Event following the Closing Date the Borrower first achieves an Investment Grade RatingDate, the Liens under the Collateral Documents securing the Obligations shall automatically be released (the date of such release, the “Collateral Release Date”), whereupon the Administrative Collateral Agent shall instruct the Collateral Agent to, and the Collateral Agent shall, use reasonable efforts to promptly file all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. (c) Each of the ETP Retail Holdings Guaranty and any Any guaranty delivered pursuant to Section 6.10(a) may be released upon written notice by the Borrower to the Administrative Agent, whereupon the Administrative Agent shall use reasonable efforts to promptly execute all such further agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such release. The Administrative Agent and the Collateral 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 and/or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.