Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank and a holder of other Secured Obligations) and the L/C Issuers irrevocably authorize the Administrative Agent to,
(a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments under this Agreement and the “Aggregate Commitments” as defined in the Nexstar Credit Agreement and payment in full of all Secured Obligations (excluding contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (if any) issued under this Agreement and “Letters of Credit” (if any) as defined in and issued under the Nexstar Credit Agreement (other than (x) Letters of Credit and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (y) obligations under Secured Hedge Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (z) Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but not yet due and payable, in each case of (x), (y) and (z) as to which other arrangements satisfactory to the relevant Group Administrative Agent, and the relevant Group L/C Issuer, the relevant Group Hedge Bank or the relevant Group Cash Management Bank, as applicable, shall have been made), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the terms of this Agreement;
(b) release any Guarantor from its obligations under any of the Guaranties and the Security Documents and release any Liens granted by such Guarantor if such Person is no longer required to be a Guarantor pursuant to the definition of “Collateral and Guarantee Requirement” and Section 6.11; and
(c) release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on...
Collateral and Guarantee Matters. Each of the Lenders irrevocably authorizes the Collateral Agent, at its option and in its discretion:
(a) to release any Lien on any property granted to or held by the Collateral under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (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 (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; and
(b) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.20. In each case as specified in this Section 9.20, 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 Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. 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 Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection ...
Collateral and Guarantee Matters. The Lenders and the Issuing Banks irrevocably authorize the Administrative Agents and the Collateral Agent, to take any action permitted by Section 12.13. Upon request by an Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the applicable Administrative Agent’s or the Collateral Agent’s, as applicable, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Credit Party Guarantee pursuant to Section 12.13; provided that such authorization shall not in any event be or become a condition to the effectiveness of any such release or subordination if the provisions of Section 12.13 are otherwise satisfied.
Collateral and Guarantee Matters. Each of the Lenders irrevocably authorizes and instructs the Administrative Agent and Collateral Agent at their option and in their discretion (without any further consent of any Lender or any other Secured Party):
(a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (i) upon termination of the Commitments of the Lenders under this Agreement and all Secured Obligations having been Paid in Full, (ii) that is sold or otherwise disposed of (other than to a Credit Party) in a transaction not prohibited hereunder or (A) to be sold or otherwise disposed of as part of or (B) in connection with any conveyance, sale, transfer or other disposition not prohibited hereunder or under any other Loan Document or so that a Lien may be granted (or continue to subsist) over such property that is not prohibited by (and subject to any conditions in) Section 6.02(c), (d), (f), (i), (k), (l), (m), (s), (t), (u), (w), (x), (z), (bb), (cc) and (dd), (iii) in connection with the permitted designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iv) so that a Lien may be granted (or continue to subsist) that is permitted by clauses (c), (k), (m), (z), (aa), (ee) or (hh) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on the applicable property encumbered thereby, (v) on property that is or becomes Excluded Property, (vi) subject to Section 10.02, if approved, authorized or ratified in writing by the Required Lenders, and (vii) in accordance with Section 10.02(c), and in each case of the foregoing clauses (i) through (vii), the Administrative Agent and the Collateral Agent in connection with a request for release of any such Liens upon request of the Borrower Agent shall execute and deliver any documentation necessary or reasonably requested (at the Borrowers’ reasonable expense) by the Borrower Agent to evidence or effectuate the release of such Liens upon request by the Borrower Agent, if the Borrower Agent shall in each case have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Agent certifying (w) that such Lien to be released is not required to remain in place pursuant to the terms of this Agreement, (x) in the case of clause (iii) or (iv) above, that such Lien referred to in such clauses is permitted under the applicable clause of Section 6.02 set forth in ...
Collateral and Guarantee Matters. The Lenders irrevocably authorize the Administrative Agent to:
(a) release (x) any Guarantor from the Guarantee or (y) any Lien on any property granted to or held by the Administrative Agent under any Loan Document, (i) upon payment in full of all Obligations (other than unmatured, surviving contingent indemnification obligations not yet due and payable) and the termination of all Revolving Commitments, (ii) as expressly permitted under the Loan Documents, (iii) in connection with (A) a merger, consolidation, amalgamation or sale of all or substantially all of the assets of a Subsidiary that is a Guarantor with or to the Borrower in accordance with Section 7.07(b) or (B) the sale, transfer or other Disposition permitted under Section 7.04 of all of the Capital Stock of a Subsidiary that is a Guarantor to any Person other than the Borrower or a Subsidiary of the Borrower or (iv) in the case of this clause (y), subject to Section 10.01, if approved, authorized or ratified in writing by Xxxxxxx having or holding Revolving Exposure and unused Revolving Commitments representing more than 66-2/3% of the aggregate Revolving Exposure and unused Revolving Commitments of all Revolving Lenders (provided that the aggregate amount of Revolving Exposure shall be determined with respect to any Defaulting Lender by disregarding the Revolving Exposure of such Defaulting Lender); and
(b) 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 Section 7.02(j). Upon request by the Administrative Agent at any time, the Required Xxxxxxx will confirm in writing the authority of the Administrative Agent to release or subordinate its interest in particular types or items of property, pursuant to this Section 9.10.
Collateral and Guarantee Matters. (a) Each Lender and each Issuer agrees that any action taken by the Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, Issuers and other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with respect to all payments and collections arising in connection herewith and with the Collateral Documents, (ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to the Collateral, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise.
(b) Each of the Lenders and the Issuers hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent to release any Lien held by the Administrative Agent for the benefit of the Lenders and the issuers against any of the following:
(i) all of the Collateral and...
Collateral and Guarantee Matters. The Lenders irrevocably authorize and direct the Collateral Agent to release any Lien on the Collateral as provided for in the Collateral Documents.
Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank and a holder of other Secured Obligations) and the L/C Issuers irrevocably authorize the Administrative Agent to,
Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorize the Administrative Agent to, and the Administrative Agent will (subject, prior to the Senior Second Lien Termination Date (in each case except pursuant to subsection 9.10(a)(i) below), to a prior or simultaneous corresponding release under the Senior Second Lien Notes Indenture Documentation), upon the request of the Borrower,
Collateral and Guarantee Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its 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 Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold, or otherwise disposed of, as part of or in connection with any sale or other transaction permitted hereunder or under any other Loan Document, (iii) that is to be released in connection with the Permitted Securitization, or (iv) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders; and
(b) to release any Guarantor from its obligations under the relevant Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or any other Loan Document, including due to the Permitted Securitization. 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 relevant Guarantee pursuant to this Section 9.09.
