Common use of Guaranty and Collateral Matters Clause in Contracts

Guaranty and Collateral Matters. Each of the Lenders (including in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Lender irrevocably authorize and direct the Applicable Agent, in connection with a disposition permitted by §10.5.3, or pursuant to and in accordance with §27, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination or cash collateralization in a manner satisfactory to the Issuing Lender hereunder of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes “Excluded Property” (as such term is defined in the U.S. Security Agreement), or (iv) if approved, authorized or ratified in writing in accordance with §27; (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (c) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by §10.2(h). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty. In each case as specified in this §16.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this §16.11.

Guaranty and Collateral Matters. Each Without limiting the provisions of Section 8.10, each of the Lenders (including irrevocably authorize the Administrative Agent, at its option and in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Lender irrevocably authorize and direct the Applicable Agent, in connection with a disposition permitted by §10.5.3, or pursuant to and in accordance with §27discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Revolving Loan Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and the expiration or termination or cash collateralization in a manner liabilities under Guaranteed Hedge Agreements as to which arrangements satisfactory to the Issuing Lender hereunder of all Letters of Creditapplicable Hedge Bank shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, or (iii) that constitutes “Excluded Property” (as such term is defined in the U.S. Security Agreement), or (iv) if approved, authorized or ratified in writing in accordance with §27;Section 9.01; and (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary, in each case, as a result of a transaction permitted hereunder; and (c) to release or subordinate any Lien on any property granted to or held by under the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by §10.2(h)Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any item of Collateral or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the GuarantyGuaranty pursuant to this Section 8.11. In each case as specified in this §16.11Section 8.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Pledge Agreement or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this §16.11Section 8.11. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. Each of the Lenders (including in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Lender irrevocably authorize and direct the Applicable Agent, in connection with a disposition permitted by §10.5.3, or pursuant to and in accordance with §27, (a) The Administrative Agent is authorized on behalf of all Banks, without the necessity of any notice to or further consent from the Banks, from time to time to take, or to direct any collateral agent to take, any action with respect to any collateral granted by the Company pursuant to any Collateral Document which may be necessary to perfect and maintain perfected the security interest in and Liens upon such collateral for the benefit of the Banks (and any other parties entitled to equal and ratable Liens on such collateral). (b) The Administrative Agent shall, and the Banks irrevocably authorize the Administrative Agent to, (i) release any Person which is a Guarantor from its obligations under any Guaranty if such Person ceases to be a Subsidiary of the Company or otherwise ceases to be a Guarantor as a result of a transaction permitted hereunder (including any release upon the request of the Company so long as, after giving effect thereto, no Default or Event of Default exists and the Company has provided written confirmation that it will be in compliance with Section 8.14); (ii) release, or direct any applicable collateral agent to release, any Lien on any property granted to or held by the Administrative Agent or such collateral trustee under any Loan Collateral Document (ix) upon termination of the Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination or cash collateralization in a manner satisfactory to the Issuing Lender hereunder of all Letters of Credit, (ii) that which is sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Partyhereunder, (iiiy) that constitutes “Excluded Property” owned by any Person which ceases to be a Guarantor pursuant to clause (as such term is defined in the U.S. Security Agreement), i) above or (ivz) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with §27; by the Required Banks; or (biii) subordinate, or direct any applicable collateral agent to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (c) to release or subordinate subordinate, any Lien on any property granted to or held by the Administrative Agent or such collateral agent under any Loan Collateral Document to the holder of any Lien on such property that which is permitted by §10.2(hsubsection 8.01(a), (e), (h), (i) or (l). Upon request by the Administrative Agent at any time, the Required Lenders Banks will confirm in writing the 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 Person from its obligations under the Guaranty. In each case as specified in this §16.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the any Guaranty, in each case in accordance with the terms of the Loan Documents and pursuant to this §16.11Section 10.11.

Guaranty and Collateral Matters. Each Without limiting the provisions of Section 8.10, each of the Lenders (including irrevocably authorize the Administrative Agent, at its option and in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Lender irrevocably authorize and direct the Applicable Agent, in connection with a disposition permitted by §10.5.3, or pursuant to and in accordance with §27discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Revolving Term Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination or cash collateralization in a manner satisfactory to the Issuing Lender hereunder of all Letters of Credit), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, or (iii) that constitutes “Excluded Property” (as such term is defined in the U.S. Security Agreement), or (iv) if approved, authorized or ratified in writing in accordance with §27;Section 9.01; and ​ (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary, in each case, as a result of a transaction permitted hereunder; and (c) to release or subordinate any Lien on any property granted to or held by under the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by §10.2(h)Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any item of Collateral or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the GuarantyGuaranty pursuant to this Section 8.11. In each case as specified in this §16.11Section 8.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Security Agreement or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this §16.11Section 8.11. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. Each Without limiting the provisions of Section 9.09, each of the Lenders (including and each L/C Issuer irrevocably authorize the Administrative Agent at its option and in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Lender irrevocably authorize and direct the Applicable Agent, in connection with a disposition permitted by §10.5.3, or pursuant to and in accordance with §27, discretion: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Revolving Loan Commitments and payment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments hereunder (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Guaranteed Cash Management Agreements and Guaranteed Swap Contracts as to which arrangements satisfactory to the applicable Lender of Affiliate of a Lender shall have been made) and the expiration or termination or cash collateralization in a manner satisfactory to the Issuing Lender hereunder of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and each applicable L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a or upon any applicable Loan Party, (iii) that constitutes “Excluded Property” (as such term is defined in the U.S. Security Agreement)Party being released from its Obligations hereunder, or (iviii) if approved, authorized or ratified in writing in accordance with §27; Section 10.01; (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (c) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by §10.2(hSection 7.01(j). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority 7.01(k) and 7.01(l); and (c) to release or subordinate (i) any Designated Borrower from its interest in particular types or items of property, or obligations hereunder so long as all Loans to release such Designated Borrower have been repaid and (ii) any Guarantor from its obligations under the any Domestic Subsidiary Guaranty. In each case , any Luxembourg Subsidiary Guaranty, any Canadian Subsidiary Guaranty, any UK Subsidiary Guaranty or any other Guaranty executed by such Guarantor, as specified in this §16.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guarantyapplicable, in each case in accordance with the terms if such Person ceases to be a Subsidiary as a result of the Loan Documents and this §16.11.a transaction permitted hereunder or 126 158477613_2174043865_5

Guaranty and Collateral Matters. Each Without limiting the provisions of Section 8.10, each of the Lenders (including irrevocably authorize the Administrative Agent, at its option and in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Lender irrevocably authorize and direct the Applicable Agent, in connection with a disposition permitted by §10.5.3, or pursuant to and in accordance with §27discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Revolving Loan Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and the expiration or termination or cash collateralization in a manner liabilities under Guaranteed Hedge Agreements as to which arrangements satisfactory to the Issuing Lender hereunder of all Letters of Creditapplicable Hedge Bank shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, or (iii) that constitutes “Excluded Property” (as such term is defined in the U.S. Security Agreement), or (iv) if approved, authorized or ratified in writing in accordance with §27;Section 9.01; and (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary, in each case, as a result of a transaction permitted hereunder; and (c) to release or subordinate any Lien on any property granted to or held by under the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by §10.2(h)Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any item of Collateral or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the GuarantyGuaranty pursuant to this Section 8.11. In each case as specified in this §16.11Section 8.11, the Administrative Agent will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Pledge Agreement or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this §16.11Section 8.11. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. Each Without limiting the provisions of Section 8.10, each of the Lenders (including irrevocably authorize the Administrative Agent, at its option and in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Lender irrevocably authorize and direct the Applicable Agent, in connection with a disposition permitted by §10.5.3, or pursuant to and in accordance with §27discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Revolving Term Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination or cash collateralization in a manner satisfactory to the Issuing Lender hereunder of all Letters of Credit), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, or (iii) that constitutes “Excluded Property” (as such term is defined in the U.S. Security Agreement), or (iv) if approved, authorized or ratified in writing in accordance with §27;Section 9.01; and (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary, in each case, as a result of a transaction permitted hereunder; and (c) to release or subordinate any Lien on any property granted to or held by under the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by §10.2(h)Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any item of Collateral or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the GuarantyGuaranty pursuant to this Section 8.11. In each case as specified in this §16.11Section 8.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Security Agreement or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this §16.11Section 8.11. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. Each The Lenders hereby authorize U.S. Bank National Association to act as Collateral Agent under the Collateral Agency Agreement and the Pledge 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 Guaranty at any time or from time to time in accordance with the provisions of the Lenders (including in its capacity Collateral Documents or as a potential Cash Management Bank and a potential Hedge Bank) and provided hereby. Upon the Issuing Lender irrevocably authorize and direct request of the Applicable AgentBorrower, in connection with any transaction otherwise permitted hereunder, the Administrative Agent and/or the Collateral Agent is authorized to release Collateral that is Disposed of (or whose owner ceases to be a disposition Subsidiary) 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) hereunder (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 §10.5.3this Agreement. Upon receipt of 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 pursuant to and in accordance with §27, acknowledge (a) any necessary or proper instruments of termination, satisfaction or release to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination or cash collateralization in a manner satisfactory to the Issuing Lender hereunder of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes “Excluded Property” (as such term is defined in the U.S. Security Agreement), or (iv) if approved, authorized or ratified in writing in accordance with §27; (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary Restricted Person as a result of a transaction permitted hereunder; and hereunder and (cii) 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 release include any additional Indebtedness as a secured obligation under the Collateral Documents (including, for the avoidance of doubt, Indebtedness incurred pursuant to Section 7.01(l)), and (ii) to reflect the pari passu or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder junior nature of any Lien on securing the Collateral in respect of any such property that is Indebtedness (including, for the avoidance of doubt, any Liens granted pursuant to Section 7.02(s)), in each case, pursuant to a transaction permitted by §10.2(h)this Agreement. Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty. In each case as specified in this §16.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver Guaranty or to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of any Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantyDocuments, in each case in accordance with the terms of the Loan Documents and either case, pursuant to this §16.11Section 9.10.

Guaranty and Collateral Matters. Each of the Lenders (including in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Lender irrevocably authorize and direct the Applicable Agent, in connection with a disposition permitted by §10.5.3, or pursuant to and in accordance with §27, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination or cash collateralization in a manner satisfactory to the Issuing Lender hereunder of all Letters of Credit, (ii) that is sold upon the sale, transfer or to be sold other disposition of such property, whether or not a Disposition (including as part of or in connection with any sale sale, transfer or disposition permitted hereunder hereunder), to any Person other than another Loan Party (it being understood that to the extent any such property is sold, transferred or under any other disposed of from a U.S. Loan Document Party to a Person Loan Party that is not a U.S. Loan Party, such property may no longer secure any U.S. Obligations), (iii) that constitutes “Excluded Property” (as such term is defined in the U.S. Security Agreement), or (iv) if approved, authorized or ratified in writing in accordance with §27; (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (c) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by §10.2(h). Upon request by On and as of the Restatement Effective Date (i) each Foreign Subsidiary listed on Schedule 16.11(a) hereto (which for the avoidance of doubt, are all of the Foreign Guarantors (other than Borrowers) organized in jurisdictions that are not Required Guarantor Jurisdictions) (collectively, the “Released Foreign Guarantors”) shall be automatically released and discharged from their obligations under the Loan Documents (including the Guaranty), (ii) the Released Foreign Guarantors shall cease to be Loan Parties, (iii) the Liens on the Collateral granted to the Administrative Agent at any timeunder the Collateral Documents by the Released Foreign Guarantors shall be automatically released and discharged, other than the Required Lenders Liens granted pursuant to the Collateral Documents governed by applicable foreign law, which Liens will confirm in writing be released and discharged pursuant to the documentation set forth on Schedule 16.11(b) (the “Released Foreign Guarantor Collateral”), (iv) the Administrative Agent’s authority Agent shall be, and hereby is, authorized to (x) deliver the release or subordinate its interest documents described on Schedule 16.11(b) hereto to the Loan Parties and the Released Foreign Guarantors and take such actions as are contemplated thereby and (y) execute and deliver such additional releases, terminations and other documents (including amendments to the Collateral Documents) and take such actions and make such filings (in particular types or items each applicable jurisdiction) as the Loan Parties may reasonably request to give effect to the foregoing. On and as of property, or to release any Guarantor from its obligations under the Guaranty. In each case as specified in this §16.11Restatement Effective Date, the Administrative Agent will, at the Borrower’s expense, is authorized to execute and deliver such documents and take such actions as are reasonably requested by GWI to terminate the Surface Transportation Board Filings previously made with respect to Rail Equipment (and release the security interests evidenced thereby) pursuant to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this §16.11U.S. Security Agreement.

Guaranty and Collateral Matters. Each Without limiting the provisions of Section 8.10, each of the Lenders (including irrevocably authorize the Administrative Agent, at its option and in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Lender irrevocably authorize and direct the Applicable Agent, in connection with a disposition permitted by §10.5.3, or pursuant to and in accordance with §27discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Revolving Term Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination or cash collateralization in a manner satisfactory to the Issuing Lender hereunder of all Letters of Credit), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, or (iii) that constitutes “Excluded Property” (as such term is defined in the U.S. Security Agreement), or (iv) if approved, authorized or ratified in writing in accordance with §27;Section 9.01; and (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary, in each case, as a result of a transaction permitted hereunder; and (c) to release or subordinate any Lien on any property granted to or held by under the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by §10.2(h)Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any item of Collateral or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the GuarantyGuaranty pursuant to this Section 8.11. In each case as specified in this §16.11Section 8.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Security Agreement or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this §16.11Section 8.11. ​ ​ The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Guaranty and Collateral Matters. Each Without limiting the provisions of Section 8.10, each of the Lenders (including irrevocably authorize the Administrative Agent, at its option and in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Lender irrevocably authorize and direct the Applicable Agentdiscretion, in connection with a disposition permitted by §10.5.3, or pursuant to and in accordance with §27,​ ​ ​ (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Revolving Term Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination or cash collateralization in a manner satisfactory to the Issuing Lender hereunder of all Letters of Credit), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, or (iii) that constitutes “Excluded Property” (as such term is defined in the U.S. Security Agreement), or (iv) if approved, authorized or ratified in writing in accordance with §27;Section 9.01; and (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary, in each case, as a result of a transaction permitted hereunder; and (c) to release or subordinate any Lien on any property granted to or held by under the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by §10.2(h)Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any item of Collateral or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the GuarantyGuaranty pursuant to this Section 8.11. In each case as specified in this §16.11Section 8.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Security Agreement or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this §16.11Section 8.11. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.