Common use of Collateral and Guarantee Matters Clause in Contracts

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 such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the 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 applicable Guaranty pursuant to this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Lenders irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority Lenders, Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the property subject sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is owned permitted by a GuarantorSection 7.1(b)). Upon request by Agent at any time, upon release Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of such Guarantor from its obligations under its Guaranty Collateral pursuant to the terms of this Agreement; (b) Section 9.10. Agent shall 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 Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the holder sale or other disposition of any Lien on such property that is permitted by being made in compliance with this Agreement) or (iii) subject to Section 7.01(i). Upon request by the Administrative Agent at any time10.1, the Majority Lenders will confirm if directed to do so in writing by Required Lenders. In furtherance of the Administrative Agentforegoing, Agent agrees to execute and deliver to Borrower, at Borrower’s authority expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty that occurs pursuant to terms of this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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 LC Issuer irrevocably authorize the Administrative Agent to,Collateral Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon the 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 contingent Obligations not yet then 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 that is transferred Disposed or to be transferred Disposed as part of or in connection with any sale or other Disposition Disposal permitted hereunder or under any other Loan Document, Document or (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 Agreementin accordance with Section 12.1; (b) to release any Guarantor from its obligations under any guarantee of the Guaranties and the Security Documents and release any Liens granted by such Guarantor Obligations if such Person is no longer required ceases to be a Guarantor pursuant to the definition Subsidiary as a result of “Collateral and Guarantee Requirement” and Section 6.11a transaction permitted hereunder; and (c) release or to 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 such property that is permitted by under Section 7.01(i)8.2. Upon request by the Administrative Collateral Agent at any time, the Majority Lenders will confirm in writing the Administrative Collateral 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 guarantee of the applicable Guaranty Obligations pursuant to this Section 9.1011.12. In each case as specified in this Section 11.12, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Obligor such documents as such Obligor 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 Guarantor from its guarantee of the Obligations, in each case in accordance with the terms of the Loan Documents and this Section 11.12.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Lenders irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority Lenders, Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the property subject sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is owned permitted by a GuarantorSection 7.1). Upon request by Agent at any time, upon release Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of such Guarantor from its obligations under its Guaranty Collateral pursuant to the terms of this Agreement; (b) Section 9.10. Agent shall 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 Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the holder sale or other disposition of any Lien on such property that is permitted by being made in compliance with this Agreement) or (iii) subject to Section 7.01(i). Upon request by the Administrative Agent at any time10.1, the Majority Lenders will confirm if directed to do so in writing by Required Lenders. In furtherance of the Administrative Agentforegoing, Agent agrees to execute and deliver to Borrower, at Borrower’s authority expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty that occurs pursuant to terms of this Section 9.10.

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 and, if the Nexstar Guaranty Date has occurred, 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 and, if the Nexstar Guaranty Date has occurred, “Letters of Credit” (if any) as defined in and issued under the Nexstar Credit Agreement (other than (x) Letters of Credit and and, if the Nexstar Guaranty Date has occurred, “Letters of Credit” as defined in the Nexstar Credit Agreement Agreement, (if any), (y) obligations under Secured Hedge Agreements and and, if the Nexstar Guaranty Date has occurred, “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but Agreement, in each case not yet due and payable, and (z) Cash Management Obligations and and, if the Nexstar Guaranty Date has occurred, “Cash Management Obligations” as defined in the Nexstar Credit Agreement but Agreement, in each case not yet due and payable, and, in each case of (x), (y) and (z) preceding, 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 such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the 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 applicable Guaranty pursuant to this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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,to enter into any customary intercreditor agreement or arrangement in form and substance reasonably satisfactory to the Administrative Agent with the holders of any Permitted Secured Ratio Debt (or any agent thereof) permitted under this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the incurrence of such Indebtedness. (ab) release any Any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall automatically be released (i) upon termination all 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 (A) Cash Management Obligations and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (yB) obligations Obligations under Secured Hedge Specified Swap Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (zy) Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but contingent obligations not yet due accrued and payable) having been paid in full, all Letters of Credit having been cash collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case of (x)case, (y) and (z) as to which other arrangements on terms reasonably satisfactory to the relevant Group Administrative AgentIssuing Bank in its sole discretion, or having expired or having been terminated, and the relevant Group L/C Issuer, the relevant Group Hedge Bank Total Revolving Commitments having expired or the relevant Group Cash Management Bank, as applicable, shall have having been made)terminated, (ii) at the time the property subject to such Lien that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any sale or other Disposition permitted not prohibited hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.019.02, if approved, authorized or ratified in writing by the Majority Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon (or substantially simultaneously with) release of such Subsidiary Guarantor from its obligations under its Guaranty Guarantee Agreement pursuant to clause (c) below, or (v) as expressly provided in the Collateral Documents. (c) Any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee Agreement (A) in the event of dissolution of such Person, (B) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Agreement, upon (or substantially simultaneously with) effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively, (C) if the obligations under this Agreement are discharged in accordance with the terms of this Agreement or (D) as otherwise expressly provided in the Guarantee Agreement;; provided that no such release shall occur with respect to an entity that ceases to be a Restricted Subsidiary if such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Ratio Debt unless and until such guarantor is (or is being substantially simultaneously) released from its guarantee with respect to such Permitted Ratio Debt. (bd) release any Each IAC Guarantor has been automatically be released from its obligations under any the Guarantee Agreement and was automatically released upon receipt of an Officer’s Certificate of the Guaranties Borrower on the Separation Date stating that the Borrower will be designated as unrestricted subsidiary under the IAC Credit Agreement and the Security Documents and release any Liens granted by IAC Senior Notes, as applicable, on 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; anddate. (ce) 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 such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the Majority 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 Subsidiary Guarantor from its obligations under the applicable Guaranty Guarantee Agreement, or enter into an intercreditor agreement pursuant to this Section 9.109.16. In each case as specified in this Section 9.16, the Administrative Agent will, at the Loan Parties’ 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 release such Subsidiary Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16.

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 ObligationsBank) 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, (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 (including Secured Hedge Agreements and Cash Management Obligations, but excluding other contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Nexstar 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 “Nexstar 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 Nexstar 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 AgreementSection; (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 ceases to be a Guarantor pursuant to the definition Subsidiary as a result of “Collateral and Guarantee Requirement” and Section 6.11; anda transaction permitted hereunder; (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 such property that is permitted by Section 7.01(i); (d) release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; (e) release any Subsidiary Guarantor that ceases to be a Material Subsidiary (after receipt by the Administrative Agent of a written certificate of a Responsible Officer certifying thereto) and release any Liens granted by such Subsidiary Guarantor; and (f) upon (i) the Senior Second Lien Termination Date, (ii) the cancellation and termination of all guaranties of the Loan Parties securing the Senior Second Lien Notes and (iii) the release by the holders of the Senior Second Lien Notes of all collateral of the Nexstar Entities and the Mission Entities securing the Senior Second Lien Notes, release (A) Real Properties owned by the Nexstar Entities and the Mission Entities to the extent (and only to the extent) such Real Property has a book value of less than $1,500,000, (B) all deposit account control agreements entered into with the Collateral Agent with respect to all deposit accounts owned by the Nexstar Entities and the Mission Entities and (C) all Liens in favor of the Collateral Agent noted on the certificates of title for all motor vehicles owned by the Nexstar Entities and the Mission Entities. Upon request by the Administrative Agent at any time, the 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 applicable Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party or any Restricted Subsidiary such documents as the Borrower 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 Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Collateral and Guarantee Matters. Without limiting The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify the ABL Intercreditor Agreement, any Permitted Junior Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Sections 6.02(c), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereof) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2), and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower Representative as to whether any such other Liens are permitted hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of Section 9.09, each their acceptance of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank and a holder benefits of other Secured Obligationsthe Loan Documents) and the L/C Issuers irrevocably hereby authorize the Administrative Agent to, (a) and the Collateral Agent to 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 such property that is permitted by clauses (c), (i) or (z) of Section 7.01(i). Upon request by 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and the Administrative Agent at and the Collateral Agent shall do so upon request of the Borrower Representative; provided, that prior to any timesuch request, the Majority Lenders will confirm Borrower Representative shall have in writing each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Representative certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09. 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 authority to release or subordinate its interest in particular types or items of propertyand the Collateral 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 release the Lenders for any Guarantor from its obligations under failure to monitor or maintain any portion of the applicable Guaranty pursuant to this Section 9.10Collateral.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Lenders irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0111.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii) hereof, to release any party from its guaranty under the Majority Lenders, Collateral Agreement (i) when all Obligations have been Paid in Full or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the property subject sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is owned permitted by a GuarantorSection 8.1(c)). Upon request by Agent at any time, upon release Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of such Guarantor from its obligations under its Guaranty Collateral, or Guarantors, pursuant to the terms of this Agreement; (b) Section 10.10. Agent shall 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 Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the holder extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property that is permitted by being made in compliance with this Agreement) or (iii) subject to Section 7.01(i). Upon request by the Administrative Agent at any time11.1, the Majority Lenders will confirm if directed to do so in writing by Required Lenders. In furtherance of the Administrative Agent’s authority foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or subordinate its interest in particular types warranty of any kind, express or items of property, or implied) to evidence a Lien release any Guarantor from its obligations under the applicable Guaranty that occurs pursuant to terms of this Section 9.1010.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Lenders irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority Lenders, Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the property subject sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (d) of Section 7.2 (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is owned permitted by a GuarantorSection 7.1(b)). Upon request by Agent at any time, upon release Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of such Guarantor from its obligations under its Guaranty Collateral pursuant to the terms of this Agreement; (b) Section 9.10. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Agent shall 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 Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the holder sale or other disposition of any Lien on such property that is permitted by being made in compliance with this Agreement) or (iii) subject to Section 7.01(i). Upon request by the Administrative Agent at any time10.1, the Majority Lenders will confirm if directed to do so in writing by Required Lenders. In furtherance of the Administrative Agentforegoing, Agent agrees to execute and deliver to Borrower, at Borrower’s authority expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty that occurs pursuant to terms of this Section 9.10.

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 Group 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 Group 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) Group Letters of Credit and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (y) obligations under Group Secured Hedge Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (z) Group Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but not yet due and payable, in each case of clauses (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 such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the 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 applicable Guaranty pursuant to this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each 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 toto and upon the request of the Borrower (and at its sole cost and expense) with reasonable advance notice, the Administrative Agent hereby agrees, (a) to 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 in cash of all Secured Obligations (excluding other than 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 for 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 no claim has then been madeasserted), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale or other Disposition permitted hereunder (other than sales among Credit Parties), or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Required 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;; and (b) to release any Guarantor from its obligations under any of the Guaranties and the Security Documents and release any Liens granted by such Guarantor related Collateral if such Person is no longer required ceases to be a Guarantor pursuant to the definition Subsidiary as a result 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 such property that is a transaction permitted by Section 7.01(i)7.05 or is or becomes an Excluded Subsidiary. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Guarantees pursuant to this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit 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.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Xxxxxxx irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority Lenders, Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the property subject sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is owned permitted by a GuarantorSection 7.1). Upon request by Agent at any time, upon release Xxxxxxx will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of such Guarantor from its obligations under its Guaranty Collateral pursuant to the terms of this Agreement; (b) Section 9.10. Agent shall 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 Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the holder sale or other disposition of any Lien on such property that is permitted by being made in compliance with this Agreement) or (iii) subject to Section 7.01(i). Upon request by the Administrative Agent at any time10.1, the Majority Lenders will confirm if directed to do so in writing by Required Lenders. In furtherance of the Administrative Agentforegoing, Agent agrees to execute and deliver to Xxxxxxxx, at Borrower’s authority expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty that occurs pursuant to terms of this Section 9.10.

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 a) The Secured Obligations) and the L/C Issuers Parties irrevocably authorize the Administrative Agent toAgent, at its option and in its discretion, (ai) to 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), (iiA) at the time the property subject to such Lien Termination Date, (B) that is transferred sold or otherwise Disposed of or to be transferred sold or otherwise Disposed of as part of or in connection with any sale or other Disposition permitted hereunder or under any other the Loan Document, Documents (including all of the Collateral of a Guarantor which is released from its obligations under the Loan Documents pursuant to clause (iii) below); provided, however, any sale or Disposition of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement shall be subject to Section 10.2(b), or (C) subject to Section 10.0110.2, if approved, authorized or ratified in writing by the Majority Required 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; (bii) 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 such property that is permitted by Section 7.01(i7.2(d); and (iii) to release any Guarantor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, provided, however, that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement shall be subject to Section 10.2(b). Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Loan Documents pursuant to this Section 9.10. (b) 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.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the The Lenders (including in its capacities as a potential Cash Management Bank consent and a potential Hedge Bank and a holder of other Secured Obligations) and the L/C Issuers irrevocably authorize the Administrative Agent to, Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or under the Collateral Agent under Agreement and/or any Loan other Security Document (i) upon termination of when all outstanding monetary Obligations owing with respect to the Aggregate Commitments under this Agreement and the “Aggregate Commitments” as defined Loans have been Paid 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 Full (other than contingent indemnification Obligations; it being understood and agreed to that Agent shall be under no obligation to account for any outstanding monetary Obligations owing to any Lender that have not been reported to Agent in writing by such Lxxxxx and Agent may assume that no such non-reported monetary Obligations owing to such Lender exist for purposes of this clause (x) Letters of Credit and “Letters of Credit” as defined in the Nexstar Credit Agreement (if anyi), (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 constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder under this Agreement (including by consent, waiver or under any amendment and it being agreed and understood that the Agent may conclusively rely without further inquiry on a certificate of an officer of the Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0111.01, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.01(b)(1), to release any party from its guaranty under the Majority LendersCollateral Agreement (i) when all outstanding monetary Obligations owing with respect to the Loans have been Paid in Full (other than contingent indemnification Obligations; it being understood and agreed to that Agent shall be under no obligation to account for any outstanding monetary Obligations owing to any Lender that have not been reported to Agent in writing by such Lxxxxx and Agent may assume that no such non-reported monetary Obligations owing to such Lender exist for purposes of this clause (i)), or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that the property subject to such Lien is owned by Agent may conclusively rely without further inquiry on a Guarantor, upon release certificate of such Guarantor from its obligations under its Guaranty pursuant an officer of the Borrower as to the terms of sale or other disposition being made in compliance with 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 or (c) release or to subordinate its interest in any Lien on Collateral to any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any a purchase money (or its equivalent, including Capitalized Lease Obligations) Lien on such property that Collateral which is permitted by Section 7.01(ihereunder (it being understood that the Agent may conclusively rely on a certificate from the Borrower in determining whether the Indebtedness secured by any such Lxxx is permitted hereunder). Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty Collateral pursuant to this Section 9.1010.10.

Collateral and Guarantee Matters. Without limiting The Lenders, the provisions of Section 9.09Issuers, 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) Hedging Parties and the L/C Issuers Treasury Services Banks irrevocably authorize the Administrative Collateral Agent toto (and upon request from the Borrower, the Collateral Agent shall), (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 Loan Obligations (excluding other than contingent indemnification obligations not yet accrued and payablewith respect to which no claim has been asserted) 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 or other arrangements having been entered into satisfactory to the relevant Group Administrative Agent, and the relevant Group L/C applicable Issuer to eliminate such Issuer, the relevant Group Hedge Bank or the relevant Group Cash Management Bank, as applicable, shall have been made’s credit exposure with respect thereto), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan DocumentDocument to a Person other than Borrower or any Subsidiary Guarantor, (iii) subject to Section 10.019.08, if approved, authorized or ratified in writing by the Majority Required Lenders, or (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guaranty the Guarantee Agreement pursuant to clause (c) below or (v) on more than 65% of the terms Equity Interests of this Agreementa Non-U.S. Restricted Subsidiary that is a Subsidiary Guarantor or “first tier” Non-U.S. Restricted Subsidiary if such Lien could, in the good faith judgment of the Borrower, reasonably be expected to have adverse tax consequences to the Borrower or its Restricted Subsidiaries; (b) subordinate or 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 that is subject to the holder of any a Lien on such property that is permitted by Section 7.01(i6.02(vi); and (c) release any Subsidiary Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the applicable Guaranty Guarantee Agreement pursuant to this Section 9.108.11. In each case as specified in this Section 8.11, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes such Agent to), 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 or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents, or to evidence the release of such Subsidiary Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 8.11.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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 Agent, at its option and in its sole discretion: (ai) to release any Lien on any property granted to to, or held by the Administrative Agent or by, the Collateral Agent under any Loan Document (ix) upon termination of on or after the Aggregate date that the Obligations (other than contingent indemnity and expense reimbursement obligations as to which no claim has been made) have been paid in full, the Commitments under this Agreement have been terminated 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)have been terminated or Cash Collateralized, (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 with respect to any property that is sold or otherwise disposed 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 sold or otherwise disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder under the Loan Documents or under any other Loan Document, (iii) subject to Section 10.01z), if approved, authorized or ratified in writing by the Majority Lenders, Required Lenders (or (iv) if the property subject to such Lien is owned by a Guarantor, upon release other number of such Guarantor from its obligations under its Guaranty pursuant to the terms of this AgreementLenders as shall be required hereunder); (bii) 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 to, or held by the Administrative Agent or by, the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i6.02(j). ; and (iii) to release any Restricted Subsidiary from its obligations under the Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. (b) Upon request by the Administrative Collateral Agent at any time, the Majority Required Lenders will confirm in writing writing, the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Restricted Subsidiary from its obligations under the applicable Guaranty Loan Documents pursuant to this Section 9.108.10. (c) Except as otherwise expressly set forth herein or in the Guarantee and Collateral Agreement, no Qualified Counterparty that obtains the benefits of any Guarantee pursuant to the Guarantee and Collateral Agreement or any Collateral by virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article VIII to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, obligations with respect to any Secured Hedging Agreement unless the Administrative Agent has received written notice of such obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Qualified Counterparty. (d) 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 any Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each (a) 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 ObligationsProduct Provider) and the L/C Issuers Issuing Banks irrevocably authorize the Administrative Agent to, (awithout requirement of notice to or consent of any Lender except as expressly required by Section 10.1): (i) to 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), (ii1) at the time the property subject to such Lien is transferred Disposed of or to be transferred Disposed of as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii2) subject to Section 10.0110.1, if the release of such Lien is approved, authorized or ratified in writing by the Majority LendersFacility Lenders with respect to Liens securing the Finance Obligations under a particular Facility, or (iv3) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant the Guarantee or (4) that constitutes Excluded Assets; (ii) 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 subordinate, as expressly permitted hereunder, 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 such property that is permitted by this Agreement to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; (iii) to release any Guarantor from its obligations under the Guarantee if such Person (x) ceases to be a Restricted Subsidiary or becomes an Excluded Domestic Subsidiary or Non-Guarantor Subsidiary as a result of a transaction or designation permitted hereunder, (y) with respect to the U.S. Guarantee, becomes a Foreign Subsidiary, or (z) with respect to the Canadian Guarantee, ceases to be organized under the laws of Canada, or any province or territory thereof]; and (iv) to release any Collateral or Guarantor Obligations to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 7.01(i). 10.1. (b) Upon request by the Administrative Agent at any time, the Majority Facility Lenders under any Facility 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 (pursuant to clause (a) above) a Guarantor from its obligations under its Guarantee. (c) At such time as the applicable Guaranty Loans, the Reimbursement Obligations and the other Finance Obligations (other than contingent obligations for which no claim has been made) under any Facility shall have been satisfied by payment in full in immediately available funds, the Commitments thereunder have been terminated and no Letters of Credit thereunder shall be outstanding or all outstanding Letters of Credit thereunder have been Collateralized, the Collateral securing the Finance Obligations under such Facility shall be automatically released from the Liens created by the relevant Security Documents, and such Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Group Member under such Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (d) If (i) a Guarantor was released from its obligations under a Guarantee or (ii) the Collateral was released from the assignment and security interest granted under any Security Document (or the interest in such item subordinated), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to) execute and deliver to the relevant Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under its Guarantee, the release of such item of Collateral from the assignment and security interest granted under the relevant Security Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. (e) If as a result of any transaction not prohibited by this Agreement (i) any U.S. Guarantor becomes an Excluded Domestic Subsidiary or a Foreign Subsidiary, then (x) such U.S. Guarantor’s Guarantee shall be automatically released, and (y) the Capital Stock of such Guarantor (other than 65% of the total outstanding Capital Stock of a CFC Holdco or Foreign Subsidiary that, in each case, is directly owned by a U.S. Borrower or a U.S. Guarantor) shall be automatically released from the security interests created by the Loan Documents, (ii) any CFC Holdco or any Foreign Subsidiary ceases to be directly owned by a U.S. Borrower or U.S. Guarantor, then the Capital Stock of such Subsidiary shall be automatically released from any security interests created by the Loan Documents, or (iii) any Canadian Loan Party becomes disregarded as separate from any U.S. Loan Party or Domestic Subsidiary for U.S. federal income tax purposes, (x) any Canadian Guarantee provided by a CFC Holdco or a Foreign Subsidiary that is a CFC shall be automatically released with respect to the obligations of such Canadian Loan Party, and (y) the Capital Stock of any CFC Holdco or Foreign Subsidiary that is a CFC (other than 65% of the total outstanding Capital Stock of a CFC Holdco or Foreign Subsidiary that, in each case, is directly owned by a U.S. Borrower or a U.S. Guarantor) shall be automatically released from any security interests created by the Loan Documents with respect to the obligations of such Canadian Loan Party. In connection with any termination or release pursuant to this Section 9.109.10(e), the Administrative Agent and any applicable Lender shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.10(e) shall be without recourse to or warranty by the Administrative Agent or any Lender.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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,agree: (a) release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (including the Interest Reserve Account and the Interest Reserve Amount) shall be automatically released (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 other than (x) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (y) 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 Disposed or to be transferred substantially simultaneously Disposed as part of or in connection with any sale or other Disposition permitted hereunder to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent under any other the Loan DocumentDocuments (or, if such transferee is a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent on such asset, at the option of the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (x) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset, (y) the transfer is between parties organized under the laws of different jurisdictions and the transferee is a Foreign Subsidiary and (z) the priority of the new Lien is the same as that of the original Lien), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders, Required 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 Guarantee of the Guaranteed Obligations pursuant to the terms of this Agreementclause (c) below; (b) the Collateral Agent is authorized to 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 on any assets that are excluded from the Collateral; and (c) that any Guarantor shall be automatically released from its obligations under its Guarantee of the Guaranteed Obligations if such Person ceases to the holder be a Subsidiary as a result of any Lien on such property that is a transaction or designation permitted by Section 7.01(i)hereunder. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Administrative Agent’s or the Collateral 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 its Guarantee of the applicable Guaranty Guaranteed Obligations pursuant to this Section 9.109.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under its Guarantee of the Guaranteed Obligations, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the The Lenders (including in its capacities as a potential Cash Management Bank consent and a potential Hedge Bank and a holder of other Secured Obligations) and the L/C Issuers irrevocably authorize the Administrative Agent to, Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or under the Collateral Agent under Agreement and/or any Loan Document other collateral document (i) upon termination of when all outstanding monetary Obligations owing with respect to the Aggregate Commitments under this Agreement and the “Aggregate Commitments” as defined in the Nexstar Credit Agreement and payment Term Loan have been paid in full (it being understood and agreed to that Agent shall be under no obligation to account for any outstanding monetary Obligations owing to any Lender that have not been reported to Agent in writing by such Lender and Agent may assume that no such non-reported monetary Obligations owing to such Lender exist for purposes of all Secured Obligations this clause (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 anyi), (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 constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder under this Agreement (including by consent, waiver or under any amendment and it being agreed and understood that the Agent may conclusively rely without further inquiry on a certificate of an officer of the Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0111.01, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.01(b)(1) to release any party from its guaranty under the Majority LendersCollateral Agreement (i) when all outstanding monetary Obligations owing with respect to the Term Loan have been paid in full (it being understood and agreed to that Agent shall be under no obligation to account for any outstanding monetary Obligations owing to any Lender that have not been reported to Agent in writing by such Lender and Agent may assume that no such non-reported monetary Obligations owing to such Lender exist for purposes of this clause (i)), or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that the property subject Agent may conclusively rely without further inquiry on a certificate of an officer of the Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a purchase money (or its equivalent) Lien on such Collateral which is permitted by hereunder (it being understood that the Agent may conclusively rely on a certificate from the Borrower in determining whether the Indebtedness secured by any 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 such property that is permitted by Section 7.01(ihereunder). Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty Collateral pursuant to this Section 9.1010.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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 Agent, at its option and in its sole discretion: (ai) to release any Lien on any property granted to to, or held by the Administrative Agent or by, the Collateral Agent under any Loan Document (ix) upon termination of on or after the Aggregate Commitments under this Agreement and date that 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 (xcontingent indemnity and expense reimbursement obligations as to which no claim has been made) Letters of Credit have been paid in full and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any)Commitments have been terminated, (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 with respect to any property that is sold or otherwise disposed 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 sold or otherwise disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder under the Loan Documents or under any other Loan Document, (iii) subject to Section 10.01z), if approved, authorized or ratified in writing by the Majority Lenders, Required Lenders (or (iv) if the property subject to such Lien is owned by a Guarantor, upon release other number of such Guarantor from its obligations under its Guaranty pursuant to the terms of this AgreementLenders as shall be required hereunder); (bii) 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 to, or held by the Administrative Agent or by, the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i6.02(j). ; and (iii) to release any Subsidiary from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. (b) Upon request by the Administrative Collateral Agent at any time, the Majority Required Lenders will confirm in writing writing, the Administrative Collateral Agent’s authority 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 Guaranty Loan Documents pursuant to this Section 9.108.10. (c) Except as otherwise expressly set forth herein or in the Guarantee and Collateral Agreement, no Cash Management Bank or Qualified Counterparty that obtains the benefits of any Guarantee pursuant to the Guarantee and Collateral Agreement or any Collateral by virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article VIII to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management Obligations and obligations with respect to any Secured Hedging Agreement unless the Administrative Agent has received written notice of such obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Qualified Counterparty, as the case may be. (d) 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 any Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities as an actual or potential secured counterparty to a potential Hedging Agreement or as a Cash Management Bank and a potential Hedge Bank and a holder of other Secured ObligationsBank) and the L/C Issuers Issuing Bank irrevocably authorize the Administrative Agent to,and Collateral Agent, at their option and in their discretion: (a) to 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 of the Lenders under this Agreement and the “Aggregate Commitments” as defined in the Nexstar Credit Agreement and payment in full of all Secured Obligations (excluding other than (A) contingent indemnification obligations not yet accrued and payableunasserted expense reimbursement obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedging 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 (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 that have been cash collateralized in accordance with the terms of Credit” as defined this Agreement, backstopped with a back to back letter of credit 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 a manner reasonably acceptable to the relevant Group Administrative Agent, and the relevant Group L/C Issuer, the relevant Group Hedge applicable Issuing Bank or rolled into another credit facility to the relevant Group Cash Management sole satisfaction of the applicable Issuing Bank, as applicable, shall have been made), (ii) at the time the property subject that is sold or otherwise disposed of (other than to such Lien is transferred a Credit Party) or (A) to be transferred sold or otherwise disposed of as part of or (B) in connection with any sale conveyance, sale, transfer or other Disposition disposition permitted hereunder or under any other Loan DocumentDocument or so that a Lien may be granted (or continue to subsist) over such property as permitted 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 designation of any Restricted Subsidiary as an Unrestricted Subsidiary or (iv) subject to Section 10.0110.02, if approved, authorized or ratified in writing by the Majority Required 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 such property that is expressly permitted by to be senior to the Liens securing the Secured Obligations pursuant to Section 7.01(i6.02; (c) to release any Guarantor from its obligations under its Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (d) to enter into any Intercreditor Agreement or any other intercreditor or subordination agreement it deems reasonable (or, in each case, any amendment or modification thereto or restatement thereof) in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other obligations not prohibited hereunder and that if any such Intercreditor Agreement or other intercreditor or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) is posted to the Lenders three Business Days before being executed and the Required Lenders shall not have objected to such Intercreditor Agreement or other intercreditor or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) the Required Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement or other intercreditor or subordination agreement is reasonable and to have consented to such Intercreditor Agreement or other intercreditor or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty its Guarantee pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit 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.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, Each Lender and 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) Party irrevocably authorizes and the L/C Issuers irrevocably authorize instructs the Administrative Agent to,, and the Administrative Agent shall: (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 the occurrence 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)Termination Date, (ii) at the time the property subject to such Lien that is transferred sold or otherwise Disposed of (or to be transferred sold or otherwise Disposed of) as part of or in connection with any sale or other Disposition permitted hereunder under (or under any other not restricted by) the Loan DocumentDocuments (subject to the proviso to the last paragraph of Section 6.06), (iii) subject that does not constitute (or ceases to Section 10.01constitute) Collateral (and/or otherwise becomes an Excluded Asset), if approved, authorized or ratified in writing by the Majority Lenders, or (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Loan Guaranty otherwise in accordance with the Loan Documents, (v) as required under clause (d) below, (vi) pursuant to the provisions of any applicable Loan Document or (vii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.02; (b) subject to Section 9.22, release any Subsidiary Guarantor from its obligations under its the Loan 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 ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder); provided that if any Subsidiary Guarantor ceases to be wholly-owned, directly or indirectly, by the Borrower, such subsidiary shall not be released from its Guaranty unless either (x) it is no longer required a direct or indirect subsidiary of the Borrower or (y) after giving pro forma effect to be such release and the consummation of the relevant transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) and such Investment is permitted under Section 6.05 (it being understood, this proviso shall not limit the release of any Subsidiary Guarantor pursuant to that otherwise qualifies as Excluded Subsidiary for reasons other than clause (a) of the definition of “Collateral and Guarantee Requirement” and Section 6.11; andthereof). (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 such property that is permitted by Sections 6.02(d), 6.02(e), 6.02(g)(i), 6.02(l), 6.02(m), 6.02(n), 6.02(o)(i) (other than any Lien on the Capital Stock of any Subsidiary Guarantor), 6.02(q), 6.02(r), 6.02(s) (to the extent the relevant Lien is of the type to which the Lien of the Administrative Agent is otherwise required to be subordinated under this clause (c) pursuant to any of the other exceptions to Section 7.01(i6.02 that are expressly included in this clause (c)), 6.02(u) (to the extent the relevant Lien is of the type to which the Lien of the Administrative Agent is otherwise required to be subordinated under this clause (c) pursuant to any of the other exceptions to Section 6.02 that are expressly included in this clause (c)), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(dd) (in the case of clause (ii), to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation), 6.02(ee), 6.02(ff), 6.02(gg), 6.02(hh) and/or 6.02(ii) (and any Refinancing Indebtedness in respect of any thereof to the extent such Refinancing Indebtedness is permitted to be secured under Section 6.02(k)); and (d) enter into subordination, intercreditor, collateral trust and/or similar agreements with respect to Indebtedness (including any Intercreditor Agreement and/or any amendment to any Intercreditor Agreement) that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and with respect to which Indebtedness, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, with each of the Lenders and the other Secured Parties irrevocably agreeing to the treatment of the Lien on the Collateral securing the Secured Obligations as set forth in any such agreement and that it will be bound by and will take no actions contrary to the provisions of any such agreement. Upon the request by of the Administrative Agent at any time, the Majority 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 Loan Party from its obligations under the applicable Loan Guaranty or its Lien on any Collateral pursuant to this Section 9.10Article 8. In each case as specified in this Article 8, the Administrative Agent will (and each Lender, and each Issuing Bank hereby authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the Borrower or 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, to subordinate its interest therein, or to release such Loan Party from its obligations under the Loan Guaranty, in each case in accordance with the terms of the Loan Documents and this Article 8; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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 toAgent, at its option and in its discretion, (a) to release any Lien on any property Collateral granted to or held by the Administrative Agent or the Collateral Agent under any Loan Credit 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 that is sold or otherwise disposed of to such Lien a Person that is transferred or to be transferred not a Loan Party as part of or in connection with any sale or other Disposition permitted hereunder and under the other Credit Document or under any other Loan DocumentCasualty Event, or (iii) subject to as approved in accordance with 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;10.1; and (b) to release any Guarantor from its obligations under any of the Guaranties and the Security Documents and release any Liens granted by such Guarantor Guarantee if such Person is no longer required ceases to be a Guarantor pursuant to Subsidiary as a result of a transaction permitted under 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 such property that is permitted by Section 7.01(i)Credit Documents. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Guarantee, pursuant to this Section 9.1011.9. 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. In the event that any Collateral shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Collateral, the Administrative Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Administrative Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. The Administrative Agent shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate any security interest granted to the Administrative Agent pursuant to the Credit Documents or (ii) enable the Administrative Agent to exercise and enforce its rights under the Credit Documents with respect to any such pledge and security interest. 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.

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 Each Secured Obligations) and the L/C Issuers irrevocably authorize Party hereby further authorizes the Administrative Agent to,or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral and the Security Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Secured Hedge Obligations, Secured Cash Management Obligations or Secured Bank Product Obligations. (a) release any Any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Credit Document shall be automatically released (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 except for contingent indemnification obligations in respect of which a claim has not yet accrued been made, Secured Hedge Obligations, Secured Bank Product Obligations and payable) Secured Cash Management Obligations), termination of all Commitments and the termination or 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 that have been Cash Collateralized, “Letters of Creditrolled” as defined or “grandfathered” into a new credit facility or backstopped 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 a manner reasonably acceptable to the relevant Group applicable Letter of Credit Issuer and the 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 if the property subject to such Lien is transferred sold or to be sold or transferred as part of or in connection with any sale or other Disposition transfer permitted hereunder or under any other Loan DocumentCredit Document (whether as an Investment, disposition or otherwise) to a Person that is not a Credit Party or in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary (including in connection with the incurrence of any Qualified Securitization Financing or Receivables Facility), (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 GuarantorCredit Party, upon the release of such Credit Party from its Guarantee otherwise in accordance with the Credit Documents, (iv) as to the extent provided in the Security Documents, (v) if the property constitutes Excluded Property (or with respect to any property subject to any Lien securing any purchase money obligations, Finance Leases (including capital leases), Sale Leaseback or similar arrangement, at the written request of the Borrower) or (vi) if such release is approved, authorized or ratified in writing in accordance with Section 13.1. Without limitation to the operation of the automatic releases described in the preceding sentence, the Administrative Agent and the Collateral Agent may rely conclusively without further inquiry on a certificate of an Authorized Officer to the Administrative Agent with respect to any release described in this clause (a) stating that such release satisfies the foregoing requirements. (i) Except as set forth in clause (ii) below, any Guarantor shall be automatically released from its obligations under its Guaranty the Guarantee if such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction or designation permitted hereunder and (ii) any Guarantor may be released pursuant to the terms provisions applicable to the Excluded Subsidiary Joinder Exception; provided further that without limitation of the operation of the automatic releases described in this Agreement; clause (b) ), a certificate of an Authorized Officer delivered at the option of the Borrower, to the Administrative Agent with respect to any such automatic release any stating that such Guarantor has ceased to be a Restricted Subsidiary or becomes an Excluded Subsidiary, as the case may be, shall be conclusive evidence that such release satisfies the foregoing requirement and such automatic release has occurred (and the Administrative Agent and the Collateral Agent may rely conclusively on such certificate without further inquiry); provided further that no Wholly-Owned Subsidiary that is a Credit Party that becomes an Excluded Subsidiary solely by virtue of it no longer being a Wholly-Owned Subsidiary shall be released from its obligations under any the Guarantee solely by virtue of a transaction pursuant to which the relevant Equity Interests of such Subsidiary are transferred to a third party unless either (a) the Equity Interests of such Subsidiary are transferred or issued to a Person that is not an Affiliate of the Guaranties and the Security Documents and release any Liens granted by such Guarantor if Borrower, (b) such Person ceases to constitute a Restricted Subsidiary or (c) such transaction is not entered into with the primary purpose of circumventing the Collateral and/or Guarantee provisions of this Agreement, it being understood that (i) the primary purpose of any such transaction shall be determined by the Borrower in good faith and (ii) in no longer required to be event shall the foregoing provisions prevent the release of a Guarantor Subsidiary pursuant to the definition of “Collateral and Guarantee Requirement” and Section 6.11; anda transaction entered into for a bona fide business purpose or any transaction that is consistent with past practice or customary industry practice. (c) Upon the request from time to time by the Borrower, (i) the Administrative Agent shall release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Credit Document to the holder of any Lien on permitted under clauses (v), (vi) (solely with respect to Section 10.1(d) or (gg)), (vii), (viii), (ix) and (xviii) (solely with respect to a refinancing of each of the foregoing clauses) of the definition of “Permitted Liens”; or (d) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as being a party to such property intercreditor or subordination agreement, including the Junior Lien Intercreditor Agreement and the Pari Intercreditor Agreement. In each case of clauses (a) through (c) above, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, shall, and shall be authorized by all Secured Parties to, execute and deliver any documents or instruments necessary to evidence such release or subordination, as applicable. In addition, at the written request from the Borrower, the Administrative Agent or the Collateral Agent, from time to time, shall, and shall be authorized by all Secured Parties to execute any written confirmation in favor the holder of any Permitted Lien over any Excluded Property to confirm that is permitted the Obligations are not secured by a Lien over such Excluded Property. Any execution and delivery of documents pursuant to this Section 7.01(i). Upon request shall be without recourse to or warranty by the Administrative Agent at or the Collateral Agent and subject to their rights pursuant to Section 12.4. The Collateral Agent shall have its own independent right to demand payment of the amounts payable by the Borrower under this Section 12.11, irrespective of any time, discharge of the Majority Borrower’s obligations to pay those amounts to the other Lenders will confirm resulting from failure by them to take appropriate steps in writing insolvency proceedings affecting the Administrative Agent’s authority Borrower to release or subordinate its interest preserve their entitlement to be paid those amounts. Any amount due and payable by the Borrower to the Collateral Agent under this Section 12.11 shall be decreased to the extent that the other Lenders have received (and are able to retain) payment in particular types or items full of property, or to release any Guarantor from its obligations the corresponding amount under the applicable Guaranty pursuant other provisions of the Credit Documents and any amount due and payable by the Borrower to the Collateral Agent under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 9.1012.11.

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 consent and a potential Hedge Bank and a holder of other Secured Obligations) and the L/C Issuers irrevocably authorize the Administrative Agent to, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral Document (i) upon termination of the Aggregate Commitments under this Agreement when all Obligations have been Paid in Full 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 Revolving Loan Commitments have been made), terminated; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder or under any the Intercreditor Agreement (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Administrative Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority LendersGuarantee and Collateral Agreement (i) when all Obligations have been Paid in Full, or (ivii) if the property subject such party was sold or is to such Lien is owned be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a Guarantor, upon release certificate of such Guarantor from its obligations under its Guaranty pursuant an officer of Administrative Borrower as to the terms of sale or other disposition being made in compliance with 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 or (c) release or to subordinate its interest in any Lien on Collateral to any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any a Lien on such property Collateral which is permitted by clause (d)(i) or (d)(iii) of Section 7.2 or as otherwise required by the Intercreditor Agreement (it being understood that Agent may conclusively rely on a certificate from Administrative Borrower in determining whether the Debt secured by any such Lien is permitted by Section 7.01(i7.1(b)). Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty Collateral pursuant to this Section 9.10.

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 a) The Secured Obligations) and the L/C Issuers Parties irrevocably authorize and direct the Administrative Agent toAgent, (ai) to 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), (iiA) at the time the property subject to such Lien Termination Date, (B) that is transferred sold or otherwise Disposed of or to be transferred sold or otherwise Disposed of as part of or in connection with any sale or other Disposition permitted hereunder under the Loan Documents to a Person that is not and is not required to become a Loan Party; provided, however, that any sale or Disposition of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under any other Loan Documentthe Guarantee Agreement shall be subject to Section 10.2(b), or (iiiC) subject to Section 10.0110.2, if approved, authorized or ratified in writing by the Majority Required 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; (bii) 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 such property that is permitted by Section 7.01(i7.2(d); and (iii) to release any Guarantor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; provided, however, that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement shall be subject to Section 10.2(b). Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Loan Documents pursuant to this Section 9.10. Notwithstanding anything contained herein or in any other Loan Document to the contrary, in no event shall the Administrative Agent be obligated to execute or deliver any release, subordination or re-conveyance of Collateral or any Guarantor unless it shall have received a certificate executed by a duly authorized officer of the applicable Loan Party certifying that such release, subordination or re-conveyance is permitted by this Agreement and the other Loan Documents. (b) The Administrative Agent shall not be responsible or liable for or have a duty to ascertain or inquire into (i) any representation or warranty regarding the existence, value or collectability of the Collateral, (ii) the existence, continuation or maintenance of the priority or perfection of the Administrative Agent’s Lien on the Collateral, (iv) the acquisition or maintenance of any insurance with respect to the Collateral or otherwise, (v) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral, or (vi) 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.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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,agree: (a) release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (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 other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent reimbursement and 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 transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than Holdings, the Company or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Majority LendersRequired Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01), 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 Guarantee under the Guarantee and Security Agreement pursuant to clause (c) below, or (v) at the terms time such property subject to such Lien becomes a Specified Asset (as defined in the Guarantee and Security Agreement) described in clause (b) of this Agreementthe definition thereof (taking into account the proviso thereto); (bi) 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 such property that is permitted by Section 7.01(i)) and (ii) that the Administrative Agent is authorized (but not required) 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 any other clause of Section 7.01; and (c) that any Guarantor shall be automatically released from its obligations under the Guarantee and Security Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing. Upon request by the Administrative Agent at any time, the Majority Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01) 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 applicable Guaranty Guarantee and Security Agreement pursuant to this Section 9.109.11. In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guarantee and Security Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

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 Each Lender hereby further authorizes each Agent, as applicable, on any property granted behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantee hereunder, the Security Documents and the other Facility Documents. Without further written consent or held by the authorization from Lenders, 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), (iiand the Lenders hereby authorize and direct the Administrative Agent and Collateral Agent to) at execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any a sale or other Disposition permitted hereunder or under any other Loan Document, (iii) subject disposition of assets to Section 10.01, if approved, authorized or ratified in writing by which 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;Required Lenders otherwise consented. (b) release Anything contained in any Guarantor from its obligations under Facility Document to the contrary notwithstanding, the Borrower, Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Guaranties Collateral or to enforce any Guarantee hereunder, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of a Secured Party in accordance with the Security terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent and release (ii) in the event of a foreclosure by Collateral Agent on any Liens granted by such Guarantor if such Person is no longer required to be a Guarantor of the Collateral pursuant to the definition of “a public or private sale, 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 any Secured Party may be the purchaser of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent under sold at any Loan Document such public sale, to use and apply any of the holder Obligations as a credit on account of the purchase price for any Lien on such property that is permitted Collateral payable by Section 7.01(i). Upon request by the Administrative Collateral Agent at any time, the 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 applicable Guaranty pursuant to this Section 9.10such sale.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each (a) 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 Lenders, the L/C Issuers Issuers, the London Administrative Agent and the Singapore Administrative Agent hereby irrevocably authorize authorizes (and each other Guaranteed Party or Secured Party, whether or not a party hereto, shall be deemed, by its acceptance of the benefits of the Guarantees provided for under the Guarantee Agreement and the security interest provided for under the Security Documents, to have irrevocably authorized) the Administrative Agent to, (a) release any Lien to execute and deliver, on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination behalf of the Aggregate Commitments under this Agreement itself and the “Aggregate Commitments” other Guaranteed Parties or Secured Parties, 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 Issuermay be, 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 Guarantee Agreement and the Security Documents and release any Liens granted by to take such Guarantor if actions on its behalf and to exercise such Person is no longer required to be a Guarantor pursuant powers as are delegated to the definition of “Collateral Administrative Agent by the terms hereof or thereof, together with such actions and Guarantee Requirement” and Section 6.11; andpowers as are reasonably incidental thereto. (cb) release or subordinate No Guaranteed Party shall have any Lien on right individually to enforce any property granted Guarantee provided under the Guarantee Agreement, and no Secured Party shall have any right individually to or held exercise remedies in respect of the Collateral under the Security Documents, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Guaranteed Parties and Secured Parties, as the case may be, in accordance with the terms thereof. In the event of a foreclosure or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i). Upon request similar action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition or any sale pursuant to section 363(k), section 1129(b)(2)(a)(ii) or any other applicable section of the Bankruptcy Code of the United States, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any timesuch sale or other disposition, the Majority Lenders will confirm in writing and the Administrative Agent’s authority , as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to release use and apply any of the Loan Documents Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent, on behalf of the Secured Parties, at such sale or subordinate other disposition. Each Guaranteed Party and each Secured Party, whether or not a party hereto, will be deemed, by its interest in particular types or items acceptance of property, or to release any Guarantor from its obligations the benefits of the Guarantees provided under the applicable Guaranty pursuant Guarantee Agreement and the Collateral provided under the Security Documents, to this Section 9.10have agreed to the foregoing provisions.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each (a) 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 authorizes the Administrative Agent to,: (ai) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (ix) upon termination of the Aggregate Commitments under this Agreement and the “Aggregate Commitments” as defined Payment 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)Full, (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 that is sold or otherwise disposed 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 under the Loan Documents or under any other Loan Document, (iiiz) subject to Section 10.019.01, if approved, authorized or ratified in writing by the Majority Lenders, Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release other number or percentage of such Guarantor from its obligations under its Guaranty pursuant to the terms of this AgreementLenders required hereby; (bii) release any Guarantor from its obligations under any the Guarantee and Collateral Agreement, the Foreign Guarantee Agreement or the Brazilian Foreign Guarantee Agreement (x) upon Payment in Full or (y) if such Guarantor (other than the Canadian Borrower and, except pursuant to a Disposition made in accordance with clause (iv) of the Guaranties and proviso to Section 6.04(f), the Security Documents and release any Liens granted by such Guarantor if such Person is no longer required UK Borrower) ceases to be a Guarantor pursuant Wholly Owned Restricted Subsidiary as a result of a transaction permitted under and in accordance with the Loan Documents. Any such release of guarantee obligations or security interests shall be deemed subject to the definition provision that such guarantee obligations shall be reinstated if after such release any portion of “Collateral and Guarantee Requirement” and Section 6.11; and (c) release any payment in respect of the Obligations shall be rescinded or subordinate must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Lien 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, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. If the US Borrower receives an Investment Grade Rating, all Liens on any property Collateral granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released without further action from any of the Secured Parties; provided, that any such Collateral will be required to be, as promptly as practicable and in no event later than 30 days (or such longer period of time as the Administrative Agent may, in its sole discretion, agree to in writing), repledged to the holder of any Lien Administrative Agent to secure the Obligations on such property that is permitted by Section 7.01(i)terms set forth in the Security Documents upon the US Borrower ceasing to have an Investment Grade Rating. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Guarantee and Collateral Agreement, the Foreign Guarantee Agreement and/or the Brazilian Foreign Guarantee Agreement, as applicable, pursuant to this Section 9.108.10. (b) 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 or any other Secured Party for any failure to monitor or maintain any portion of the Collateral. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, each Borrower, the Administrative Agent, each Lender and each Issuing Bank hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee and Collateral Agreement, any other Security Document, the Foreign Guarantee Agreement or the Brazilian Foreign Guarantee Agreement, it being understood and agreed that all powers, rights and remedies under any of the Security Documents, the Foreign Guarantee Agreement and the Brazilian Foreign Guarantee Agreement may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other Disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and the Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or Disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other Disposition.

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 consent and a potential Hedge Bank and a holder of other Secured Obligations) and the L/C Issuers irrevocably authorize the Administrative Agent to, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral Document (i) upon termination of the Aggregate Commitments under this Agreement when all Obligations have been Paid in Full 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 Revolving Loan Commitments have been made), terminated; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Administrative Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority LendersGuarantee and Collateral Agreement (i) when all Obligations have been Paid in Full and the Revolving Loan Commitments have been terminated, or (ivii) if the property subject such party was sold or is to such Lien is owned be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a Guarantor, upon release certificate of such Guarantor from its obligations under its Guaranty pursuant an officer of Administrative Borrower as to the terms of sale or other disposition being made in compliance with 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 or (c) release or to subordinate its interest in any Lien on Collateral to any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any a Lien on such property Collateral which is permitted by clause (d)(i) or (d)(iii) of Section 7.2 (it being understood that Agent may conclusively rely on a certificate from Administrative Borrower in determining whether the Debt secured by any such Lien is permitted by Section 7.01(i7.1(b)). Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty Collateral pursuant to this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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,Agent: (a) to release any Lien on any property Collateral 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)Termination Date, (ii) at that is sold or otherwise disposed of to a Person that is not the time the property subject to such Lien is transferred Borrower or to be transferred any Guarantor as part of or in connection with any sale or other Disposition permitted hereunder or and under any the other Loan DocumentDocuments or any Casualty Event, (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, Guarantor upon release of such Guarantor from its obligations under its Guaranty Guarantee pursuant to the terms of this Agreement;Section 11.9(b) or (iv) as approved in accordance with Section 10.1; and (b) to release any Guarantor from its obligations under any of the Guaranties and Guarantee (i) upon the Security Documents and release any Liens granted by such Guarantor Termination Date or (ii) if such Person is no longer required ceases to be a Guarantor pursuant to Subsidiary as a result of a transaction permitted under 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 such property that is permitted by Section 7.01(i)Documents. Upon request by the Administrative Agent at any time, the 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 applicable Guaranty Guarantee, pursuant to this Section 9.1011.9. In the event that any Collateral shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Collateral, the Administrative Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Administrative Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. The Administrative Agent shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate any security interest granted to the Administrative Agent pursuant to the Loan Documents or (ii) enable the Administrative Agent to exercise and enforce its rights under the Loan Documents with respect to any such pledge and security interest. 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 the Borrower or any Guarantor 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.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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,to enter into a Pari Intercreditor Agreements and any other customary intercreditor agreement or arrangement in form and substance reasonably satisfactory to the Administrative Agent with the holders of any Indebtedness secured by Liens on the Collateral (or any agent thereof) permitted under this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the incurrence of such Indebtedness. (ab) release any Any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall automatically be released (i) upon termination all 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 (A) Cash Management Obligations and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (yB) obligations Obligations under Secured Hedge Specified Swap Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (zy) Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but contingent obligations not yet due accrued and payable) having been paid in full, all Letters of Credit having been cash collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case of (x)case, (y) and (z) as to which other arrangements on terms reasonably satisfactory to the relevant Group Administrative AgentIssuing Bank in its sole discretion, or having expired or having been terminated, and the relevant Group L/C Issuer, the relevant Group Hedge Bank Total Revolving Commitments having expired or the relevant Group Cash Management Bank, as applicable, shall have having been made)terminated, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with upon any sale sale, transfer or other Disposition permitted disposition not prohibited hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.019.02, if approved, authorized or ratified in writing by the Majority Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon (or substantially simultaneously with) release of such Subsidiary Guarantor from its obligations under its Guaranty Guarantee Agreement pursuant to clause (c) below, or (v) as expressly provided in the Collateral Documents. (c) Any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee Agreement (A) in the event of dissolution of such Person, (B) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Agreement, upon (or substantially simultaneously with) effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively, (C) if the obligations under this Agreement are discharged in accordance with the terms of this Agreement or (D) as otherwise expressly provided in the Guarantee Agreement;. (bd) 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 such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the Majority 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 Subsidiary Guarantor from its obligations under the applicable Guaranty Guarantee Agreement, or enter into an intercreditor agreement pursuant to this Section 9.109.15. In each case as specified in this Section 9.15, the Administrative Agent will, at the Loan Parties’ 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 release such Subsidiary Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.15; subject to receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying that such transaction and release are permitted under this Agreement and the other Loan 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, (a) release Except with respect to the exercise of setoff rights in accordance with Section 13.8 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any Lien on right individually to realize upon any property granted of the Collateral or to or held enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Credit Documents may be exercised solely by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination on behalf of the Aggregate Commitments under this Agreement Secured Parties in accordance with the terms thereof. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Cash Management Services 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 which constitute 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 “no Hedging Agreement the obligations under which constitute Secured Hedging Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Credit Party under any Credit Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of 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 Services or the relevant Group Cash Management BankHedging Agreement, as applicable, shall be deemed to have been made)appointed the Administrative Agent to serve as administrative agent and collateral agent under the Credit Documents and agreed to be bound by the Credit Documents as a Secured Party thereunder, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or the limitations set forth 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; andparagraph. (c) release or The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(i10.2(b). Upon request by the The Administrative Agent at shall not be responsible for or have a duty to ascertain or inquire into any timerepresentation or warranty regarding the existence, value or collectability of the Collateral, the Majority Lenders will confirm in writing existence, priority or perfection of the Administrative Agent’s authority Lien thereon or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to release the Lenders or subordinate its interest in particular types any other Secured Party for any failure to monitor or items maintain any portion of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 9.10Collateral.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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,to enter into the Pari Intercreditor Agreements and any other customary intercreditor agreement or arrangement in form and substance reasonably satisfactory to the Administrative Agent with the holders of any Indebtedness secured by Liens on the Collateral (or any agent thereof) permitted under this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the incurrence of such Indebtedness. (ab) release any Any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall automatically be released (i) upon termination all 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 (A) Cash Management Obligations and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (yB) obligations Obligations under Secured Hedge Specified Swap Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (zy) Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but contingent obligations not yet due accrued and payable) having been paid in full, all Letters of Credit having been cash collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case of (x)case, (y) and (z) as to which other arrangements on terms reasonably satisfactory to the relevant Group Administrative AgentIssuing Bank in its sole discretion, or having expired or having been terminated, and the relevant Group L/C Issuer, the relevant Group Hedge Bank Total Revolving Commitments having expired or the relevant Group Cash Management Bank, as applicable, shall have having been made)terminated, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with upon any sale sale, transfer or other Disposition permitted disposition not prohibited hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.019.02, if approved, authorized or ratified in writing by the Majority Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon (or substantially simultaneously with) release of such Subsidiary Guarantor from its obligations under its Guaranty Guarantee Agreement pursuant to clause (c) below, or (v) as expressly provided in the Collateral Documents. (c) Any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee Agreement (A) in the event of dissolution of such Person, (B) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Agreement, upon (or substantially simultaneously with) effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively, (C) if the obligations under this Agreement are discharged in accordance with the terms of this Agreement or (D) as otherwise expressly provided in the Guarantee Agreement;. (bd) 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 such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the Majority 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 Subsidiary Guarantor from its obligations under the applicable Guaranty Guarantee Agreement, or enter into an intercreditor agreement pursuant to this Section 9.109.15. In each case as specified in this Section 9.15, the Administrative Agent will, at the Loan Parties’ 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 release such Subsidiary Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.15; subject to receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying that such transaction and release are permitted under this Agreement and the other Loan Documents.

Collateral and Guarantee Matters. Without limiting The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form reasonably satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(c), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereof) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2), and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of Section 9.09, each their acceptance of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank and a holder benefits of other Secured Obligationsthe Loan Documents) and the L/C Issuers irrevocably hereby authorize the Administrative Agent to, (a) and the Collateral Agent to 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 such property that is permitted by clauses (c), (i), or (z) (with respect to Securitization Assets or Receivables Assets) of Section 7.01(i). Upon request by 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and the Administrative Agent at and the Collateral Agent shall do so upon request of the Borrower; provided, that prior to any timesuch request, the Majority Lenders will confirm Borrower shall have in writing each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09. 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 authority to release or subordinate its interest in particular types or items of propertyand the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable for any failure to release monitor or maintain any Guarantor from its obligations under portion of the applicable Guaranty pursuant to this Section 9.10Collateral.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09(a) The Lenders, 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 Issuers, the Swap Counterparties and the Cash Management Counterparties irrevocably authorize the Administrative Agent toCollateral Agent, at its option and in its discretion, (ai) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (iw) 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 Loan Obligations (excluding other than contingent indemnification obligations not yet accrued with respect to which no claim has been asserted) and payable) any Secured Swap Obligations and Cash Management Obligations that are then due and payable to the extent the Administrative Agent has received written notice that such Secured Swap Obligations and Cash Management Obligations are then due 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 or other arrangements having been entered into satisfactory to the relevant Group Administrative Agent, and the relevant Group applicable L/C Issuer to eliminate such L/C Issuer, the relevant Group Hedge Bank or the relevant Group Cash Management Bank, as applicable, shall have been made’s credit exposure with respect thereto), (iix) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale or other Disposition permitted hereunder to a Person other than Borrower or under any other Loan DocumentRestricted Subsidiary, (iiiy) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders, Required Lenders or (ivz) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty the Guarantee Agreement pursuant to the terms of this Agreementclause (iii) below; (bii) 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 such property that is permitted by Section 7.01(i7.01(e), (f), (i), (m)(i) and (n); and (iii) to release any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Collateral Agent at any time, the Majority 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 applicable Guaranty Guarantee Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes such Agent to), at the Borrower’s expense, and without recourse or warranty to any Loan Party, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents, or to evidence the release of such Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. (b) After the Closing Date, to the extent requested by the Borrower in writing, the Collateral Agent or Administrative Agent, as applicable, shall take such actions as may be reasonably requested by the Borrower to enable the Borrower to exchange its certificated limited partner units in TRP for limited partner units in TRP in book entry form or to otherwise exchange its certificated Equity Interests in its direct or indirect Subsidiaries for Equity Interests in book entry form; provided that, after giving effect thereto, the Collateral Agent retains a perfected first-priority Lien in such units and Equity Interests (subject to Permitted Prior Liens) and has “control” of any such units or Equity Interests constituting a security as provided in Section 8-106 of the New York UCC, and the pledgor thereof and the applicable issuer shall execute an uncertificated securities control agreement reasonably satisfactory to the Collateral Agent that complies with the provisions of Section 8-106(d) of the New York UCC.

Collateral and Guarantee Matters. Without limiting (a) Subject to the Intercreditor Agreement, Liens on the Collateral will be automatically and unconditionally released: (1) upon an Asset Sale which, at the time the Collateral is transferred, is made in accordance with the provisions of Section 9.09, each of 5.11; (2) in accordance with the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank and a holder of other Secured Obligations) Security Documents and the L/C Issuers irrevocably authorize Intercreditor Agreement (as in effect on the Administrative Agent to,Closing Date or as amended, supplemented or otherwise modified after the Closing Date to the extent such amendment, supplement or modification is permitted under this Agreement) upon the occurrence of a securities enforcement sale; (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 (iv3) if the property subject Collateral is an asset of a Restricted Subsidiary of the Company (or a subsidiary of such Restricted Subsidiary) that is to such Lien is owned by a Guarantorbe designated as an Unrestricted Subsidiary, upon release designation of such Guarantor from its obligations under its Guaranty pursuant to the Restricted Subsidiary of the Company as an Unrestricted Subsidiary in compliance with the terms of this Agreement; (4) upon the full and final payment by or on behalf of Borrower under this Agreement and the Loans; (5) if the Collateral is shares of a subsidiary of the Company, upon a consolidation, merger or sale, conveyance or transfer of all or substantially all of the assets of such subsidiary in accordance with the terms of this Agreement; or (6) to the extent the Collateral is released from the Liens securing the Senior Secured Credit Facilities and is not otherwise securing Indebtedness outstanding under any Refinancing except for inventory and/or accounts receivables which secure Asset Backed Credit Facilities or a Qualified Securitization Transaction permitted by this Agreement. to the extent the Collateral is released from the Liens securing the Senior Secured Credit Facilities and is not otherwise securing Indebtedness outstanding under any Refinancing except for inventory and/or accounts receivables which secure Asset Backed Credit Facilities or a Qualified Securitization Transaction permitted by 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 (ci) 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 such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the 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 applicable Guaranty pursuant to In this Section 9.10.11.21(b):

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each 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 Bank Product Obligations) and the L/C Issuers Issuer irrevocably authorize the Administrative Agent toto and upon the commercially reasonable request of the Borrower Representative (and at its sole cost and expense) with reasonable advance notice, the Administrative Agent hereby agrees, (a) to 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 in cash of all Secured Obligations (excluding other than contingent indemnification obligations not yet accrued and payable) for which no claim has then been asserted), 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, Agent and the relevant Group L/C Issuer, the relevant Group Hedge Bank or the relevant Group Cash Management Bank, as applicable, Issuer shall have been made), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale or other Disposition permitted hereunder (other than sales among Credit Parties), or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Required 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 such property that is permitted by Section 7.01(i7.02(a) or on assets permitted to be sold pursuant to Section 7.05(b)(v); (c) to release any Guarantor from its obligations under the Security Documents and release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.05; and (d) in connection with any replacement or refinancing of the Second Lien Debt pursuant to a Permitted Refinancing, enter into a Second Lien Intercreditor Agreement referred to in clause (ii) of the definition thereof; (e) in connection with any replacement or refinancing of the credit agreement referred to in clause (i) of the definition of Canadian Documents that is permitted by Section 7.02, enter into a Canadian Intercreditor Agreement referred to in clause (ii) of the definition thereof. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Guarantees pursuant to this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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,to enter into any customary intercreditor agreement (including the Pari Passu Intercreditor Agreement) or arrangement in form and substance reasonably satisfactory to the Administrative Agent with the holders of any Permitted Secured Ratio Debt (or any agent thereof) permitted under this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the incurrence of such Indebtedness. (ab) release any Any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall automatically be released (i) upon termination all 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 (A) Cash Management Obligations and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (yB) obligations Obligations under Secured Hedge Specified Swap Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (zy) Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but contingent obligations not yet due accrued and payable) having been paid in full, all Letters of Credit having been cash collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case of (x)case, (y) and (z) as to which other arrangements on terms reasonably satisfactory to the relevant Group Administrative AgentIssuing Bank in its sole discretion, or having expired or having been terminated, and the relevant Group L/C Issuer, the relevant Group Hedge Bank Total Revolving Commitments having expired or the relevant Group Cash Management Bank, as applicable, shall have having been made)terminated, (ii) at the time the property subject to such Lien that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any sale or other Disposition permitted not prohibited hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.019.02, if approved, authorized or ratified in writing by the Majority Required Lenders, or (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor or, prior to the Separation Date, an IAC Guarantor, as applicable, upon (or substantially simultaneously with) release of such Subsidiary Guarantor or IAC Guarantor, as applicable, from its obligations under its Guaranty Guarantee Agreement pursuant to clause (c) or (d) below, or (v) in the case of any Collateral pledged by an IAC Guarantor during the Shared Collateral Period, upon the release of the IAC Administrative Agent’s Lien on such Collateral pursuant to the IAC Credit Agreement or (vi) as expressly provided in the Collateral Documents. (i) Any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee Agreement (A) in the event of dissolution of such Person, (B) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Agreement, upon (or substantially simultaneously with) effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively, (C) if the obligations under this Agreement are discharged in accordance with the terms of this Agreement; Agreement or (bD) release as otherwise expressly provided in the Guarantee Agreement and (ii) any IAC Guarantor shall automatically be released from its obligations under any the Guarantee Agreement in the event that such IAC Guarantor has been (or is substantially simultaneously being) released from its Guarantees of the Guaranties IAC Credit Agreement and the Security Documents and IAC Senior Notes; provided that no such release any Liens granted by such Guarantor if such Person is no longer required shall occur with respect to an entity that ceases to be a Restricted Subsidiary if such Subsidiary Guarantor pursuant or IAC Guarantor, as applicable, continues to the definition be a guarantor in respect of “Collateral any Permitted Ratio Debt unless and Guarantee Requirement” and Section 6.11; anduntil such guarantor is (or is being substantially simultaneously) released from its guarantee with respect to such Permitted Ratio Debt. (cd) release or subordinate any Lien Each IAC Guarantor shallhas been automatically be released from its obligations under the Guarantee Agreement and was automatically released upon receipt of an Officer’s Certificate of the Borrower on any property granted to or held by the Administrative Agent or Separation Date stating that the Collateral Agent Borrower will be designated as unrestricted subsidiary under any Loan Document to the holder of any Lien IAC Credit Agreement and IAC Senior Notes, as applicable, on such property that is permitted by Section 7.01(i). date. (e) Upon request by the Administrative Agent at any time, the Majority 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 Subsidiary Guarantor or IAC Guarantor, as applicable, from its obligations under the applicable Guaranty Guarantee Agreement, or enter into an intercreditor agreement pursuant to this Section 9.109.16. In each case as specified in this Section 9.16, the Administrative Agent will, at the Loan Parties’ 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 release such Subsidiary Guarantor or IAC Guarantor, as applicable, from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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,agree: (a) release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (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 other than contingent reimbursement and 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 transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.0112.01, if the release of such Lien is approved, authorized or ratified in writing by the Majority LendersRequired Lenders (or such greater number of Lenders as may be required pursuant to Section 12.01), 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 hereunder pursuant to the terms of this Agreementclause (c) below; (bi) 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 such property that is permitted by Section 7.01(i)) and (ii) that the Administrative Agent is authorized (but not required) 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 any other clause of Section 7.01; and (c) that any Guarantor shall be automatically released from its obligations hereunder and under the Security Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing. Upon request by the Administrative Agent at any time, the Majority Required Lenders (or such greater number of Lenders as may be required pursuant to Section 12.01) 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 hereunder and under the applicable Guaranty Security Agreement pursuant to this Section 9.109.11. In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), 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 or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations hereunder and under the Security Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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,to enter into a Pari Intercreditor Agreements and any other customary intercreditor agreement or arrangement in form and substance reasonably satisfactory to the Administrative Agent with the holders of any Indebtedness secured by Liens on the Collateral (or any agent thereof) permitted under this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the incurrence of such Indebtedness. (ab) release any Any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall automatically be released (i) upon termination all 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 (A) Cash Management Obligations and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (yB) obligations Obligations under Secured Hedge Specified Swap Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (zy) Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but contingent obligations not yet due accrued and payable) having been paid in full, all Letters of Credit having been cash collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case of (x)case, (y) and (z) as to which other arrangements on terms reasonably satisfactory to the relevant Group Administrative AgentIssuing Bank in its sole discretion, or having expired or having been terminated, and the relevant Group L/C Issuer, Total Revolving Commitments and the relevant Group Hedge Bank Term Loan Commitments having expired or the relevant Group Cash Management Bank, as applicable, shall have having been made)terminated, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with upon any sale sale, transfer or other Disposition permitted disposition not prohibited hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.019.02, if approved, authorized or ratified in writing by the Majority Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon (or substantially simultaneously with) release of such Subsidiary Guarantor from its obligations under its Guaranty Guarantee Agreement pursuant to clause (c) below, or (v) as expressly provided in the Collateral Documents. (c) Any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee Agreement (A) in the event of dissolution of such Person, (B) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Agreement, upon (or substantially simultaneously with) effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively, (C) if the obligations under this Agreement are discharged in accordance with the terms of this Agreement or (D) as otherwise expressly provided in the Guarantee Agreement;. (bd) 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 such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the Majority 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 Subsidiary Guarantor from its obligations under the applicable Guaranty Guarantee Agreement, or enter into an intercreditor agreement pursuant to this Section 9.109.15. In each case as specified in this Section 9.15, the Administrative Agent will, at the Loan Parties’ 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 release such Subsidiary Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.15; subject to receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying that such transaction and release are permitted under this Agreement and the other Loan 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 ObligationsBank) 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, (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 (including Secured Hedge Agreements and Cash Management Obligations, but excluding other 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 AgreementSection; (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 ceases to be a Guarantor pursuant to the definition Subsidiary as a result 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 such property that is a transaction permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the 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 applicable Guaranty pursuant to this Section 9.10.hereunder;

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Lenders irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority Lenders, Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the property subject sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is owned permitted by a GuarantorSection 7.1). Upon request by Agent at any time, upon release Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of such Guarantor from its obligations under its Guaranty Collateral pursuant to the terms of this Agreement; (b) Section 9.10. Agent shall 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 Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of [Biolase] Credit Agreement #61304369 Borrower as to the holder sale or other disposition of any Lien on such property that is permitted by being made in compliance with this Agreement) or (iii) subject to Section 7.01(i). Upon request by the Administrative Agent at any time10.1, the Majority Lenders will confirm if directed to do so in writing by Required Lenders. In furtherance of the Administrative Agentforegoing, Agent agrees to execute and deliver to Borrower, at Borrower’s authority expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty that occurs pursuant to terms of this Section 9.10.

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 ObligationsBank) and the L/C Issuers irrevocably authorize the Administrative Agent to, and the Administrative Agent will, upon the request of the Borrower, (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 (including Secured Hedge Agreements and Cash Management Obligations, but excluding other 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 AgreementSection; (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 ceases to be a Guarantor pursuant to the definition Subsidiary as a result of “Collateral and Guarantee Requirement” and Section 6.11; anda transaction permitted hereunder; (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 such property that is permitted by Section 7.01(i); (d) release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (e) release any Subsidiary Guarantor that ceases to be a Material Subsidiary (after receipt by the Administrative Agent of a written certificate of a Responsible Officer certifying thereto) and release any Liens granted by such Subsidiary Guarantor. Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s '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 applicable Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower's expense, execute and deliver to the applicable Loan Party or any Restricted Subsidiary such documents as the Borrower 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 Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Purchasers irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer of the Companies as to the sale or under any other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, 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; Required Purchasers; (b) notwithstanding Section 10.1(a)(ii) hereof to release any Guarantor party from its obligations guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer 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 Companies as to the definition of “Collateral and Guarantee Requirement” and Section 6.11sale or other disposition being made in compliance with this Agreement); and or (c) release or to subordinate its interest in any Lien on Collateral to any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any a Lien on such property Collateral which is permitted by clause (d)(i) or (d)(iii) of Section 7.2 (it being understood that Agent may conclusively rely on a certificate from a Responsible Officer of the Companies in determining whether the Debt secured by any such Lien is permitted by Section 7.01(i7.1(b)). Upon request by the Administrative Agent at any time, the Majority Lenders Purchasers will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty Collateral pursuant to this Section 9.10.

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 ObligationsBank) 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, (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 (including Secured Hedge Agreements and Cash Management Obligations, but excluding other contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Nexstar 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 “Nexstar 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 Nexstar 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 AgreementSection; (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 ceases to be a Guarantor pursuant to the definition Subsidiary as a result of “Collateral and Guarantee Requirement” and Section 6.11; anda transaction permitted hereunder; (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 such property that is permitted by Section 7.01(i); (d) release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; (e) release any Subsidiary Guarantor that ceases to be a Material Subsidiary (after receipt by the Administrative Agent of a written certificate of a Responsible Officer certifying thereto) and release any Liens granted by such Subsidiary Guarantor; and (f) upon (i) the Senior Second Lien Termination Date, (ii) the cancellation and termination of all guaranties of the Loan Parties securing the Senior Second Lien Notes and (iii) the release by the holders of the Senior Second Lien Notes of all collateral of the Nexstar Entities and the Mission Entities securing the Senior Second Lien Notes, release (A) Real Properties owned by the Nexstar Entities and the Mission Entities to the extent (and only to the extent) such Real Property has a book value of less than $1,500,000, (B) all deposit account control agreements entered into with the Collateral Agent with respect to all deposit accounts owned by the Nexstar Entities and the Mission Entities and (C) all Liens in favor of the Collateral Agent noted on the certificates of title for all motor vehicles owned by the Nexstar Entities and the Mission Entities. Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s '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 applicable Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower's expense, execute and deliver to the applicable Loan Party or any Restricted Subsidiary such documents as the Borrower 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 Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Collateral and Guarantee Matters. Without limiting (a) If any Collateral (i) is the provisions subject of a Disposition (other than to another Loan Party) which is permitted under Section 9.097.4 or (ii) becomes an Excluded Asset, each the Liens in such Collateral granted under the Loan Documents shall automatically terminate and such Collateral will be (in the case of a Disposition, when disposed of) free and clear of all such Liens. (b) 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 authorizes the Administrative Agent and the Collateral Agent to,: (ai) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (ix) upon termination of the Aggregate Commitments under this Agreement and the “Aggregate Commitments” as defined Payment 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)Full, (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 that is sold or otherwise disposed 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 under the Loan Documents or under any other Loan Document, (iiiz) subject to Section 10.0110.1, if approved, authorized or ratified in writing by the Majority Lenders, Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release other number or percentage of such Guarantor from its obligations under its Guaranty pursuant to the terms of this AgreementLenders required hereby; (bii) 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 such property that is permitted by Section 7.01(i7.2(g); and (iii) release any Guarantor from its obligations under the Guarantee and Collateral Agreement (x) upon Payment in Full or (y) if such Guarantor ceases to be a Wholly Owned Restricted Subsidiary as a result of a transaction permitted under and in accordance with the Loan Documents. Any such release of guarantee obligations or security interests shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the 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, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon request by the Administrative Agent or the Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Administrative Agent’s or the Collateral 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 applicable Guaranty guarantee provided for in the Guarantee and Collateral Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to) execute and deliver to the applicable Loan Party (at such Loan Party’s sole expense) such documents as such Loan Party may request to evidence the release of such item of Collateral from the assignment and security interest granted under the Loan Documents or the subordinated of its security interest in such asset, or to evidence the release of such Guarantor from its guarantee under the Guarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. Any release of Collateral or Guarantors effected in the manner permitted by this Agreement, the Guarantee and Collateral Agreement or any other Security Document shall not require the consent of holders of Obligations under any Specified Cash Management Agreement or Specified Hedge Agreement. (c) 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 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 or any other Secured Party for any failure to monitor or maintain any portion of the Collateral. (d) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent, each Lender hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee and Collateral Agreement or any other Security Document, it being understood and agreed that all powers, rights and remedies under any of the Security Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent or the Collateral Agent on any of the Collateral pursuant to a public or private sale or other Disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent or the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and the Administrative Agent or the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or Disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent or the Collateral Agent at such sale or other Disposition.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities as an actual or potential secured counterparty to a potential Hedging Agreement or as a Cash Management Bank and a potential Hedge Bank and a holder of other Secured ObligationsBank) and the L/C Issuers Issuing Bank irrevocably authorize the Administrative Agent to,and Collateral Agent, at their option and in their discretion: (a) to 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 of the Lenders under this Agreement and the “Aggregate Commitments” as defined in the Nexstar Credit Agreement and payment in full of all Secured Obligations (excluding other than (A) contingent indemnification obligations not yet accrued and payableunasserted expense reimbursement obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedging 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 (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 that have been cash collateralized in accordance with the terms of Credit” as defined this Agreement, backstopped with a back to back letter of credit 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 a manner reasonably acceptable to the relevant Group Administrative Agent, and the relevant Group L/C Issuer, the relevant Group Hedge applicable Issuing Bank or rolled into another credit facility to the relevant Group Cash Management sole satisfaction of the applicable Issuing Bank, as applicable, shall have been made), (ii) at the time the property subject that is sold or otherwise disposed of (other than to such Lien is transferred a Credit Party) or (A) to be transferred sold or otherwise disposed of as part of or (B) in connection with any sale conveyance, sale, transfer or other Disposition disposition permitted hereunder or under any other Loan DocumentDocument or so that a Lien may be granted (or continue to subsist) over such property as permitted by (and subject to any conditions in) Section 6.02(c), (d), (f), (i), (k), (1), (m), (s), (t), (u), (w), (x), (z), (bb), (cc) and (dd), (iii) in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary or (iv) subject to Section 10.0110.02, if approved, authorized or ratified in writing by the Majority Required 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 such property that is expressly permitted by to be senior to the Liens securing the Secured Obligations pursuant to Section 7.01(i6.02; (c) to release any Guarantor from its obligations under its Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (d) to enter into any Intercreditor Agreement or any other intercreditor or subordination agreement it deems reasonable (or, in each case, any amendment or modification thereto or restatement thereof) in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other obligations not prohibited hereunder and that if any such Intercreditor Agreement or other intercreditor or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) is posted to the Lenders three Business Days before being executed and the Required Lenders shall not have objected to such Intercreditor Agreement or other intercreditor or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) the Required Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement or other intercreditor or subordination agreement is reasonable and to have consented to such Intercreditor Agreement or other intercreditor or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty its Guarantee pursuant to this Section 9.109,10. In each case as specified in this Section 9,10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9,10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit 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.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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 Secured Parties irrevocably authorize the Administrative Agent to,agree: (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (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 other than contingent indemnification obligations not yet accrued and payable) and (the expiration or termination date on which the requirements of all Letters of Credit this clause (if anyi) 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 Issuerare first satisfied, the relevant Group Hedge Bank or the relevant Group Cash Management Bank, as applicable, shall have been made“Termination Date”), (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 transfer permitted hereunder or under any other Loan DocumentDocument to any Person, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Majority Required 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 clause (c) or (d) below, (v) if the terms property subject to such Lien becomes “Excluded Collateral” and (vi) in connection with any ground lease entered into by Holdings or its Subsidiaries, to subordinate the Liens held by the Administrative Agent or Collateral Agent to the rights and interests of this Agreementthe holder of the leasehold estate under such ground lease or to any other Lien thereon that, in each case, is permitted by Section 7.01(z); (b) release any Guarantor from its obligations under any of the Guaranties Administrative Agent and the Security Documents and release any Liens granted by such Guarantor if such Person is no longer required Collateral Agent, as applicable, are authorized 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 such property that is permitted by Section 7.01(iSections 7.01(j). Upon , (k), (p), and (t); (c) if any Subsidiary Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary (provided that no release shall occur if such Subsidiary Guarantor becomes an Excluded Subsidiary by virtue of no longer being a Wholly-Owned Restricted Subsidiary of a Loan Party unless it is no longer a Subsidiary of any Loan Party or it is becoming a bona fide joint venture in a transaction otherwise permitted hereunder), in each case as a result of a transaction or designation permitted hereunder or a Change in Law, (x) such Subsidiary shall be automatically released from its obligations under the Guaranty and (y) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Equity or are being transferred to another Person) shall be automatically released; (d) upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), 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 or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11; (e) at the request of Holdings from time to time, the Administrative Agent and the Collateral Agent will, and are hereby irrevocably authorized and directed by the Lenders and the other Secured Parties to, in each case on behalf of such Lender or other Secured Party and without any further consent, authorization or other action by such Lender or other Secured Party, execute and deliver one or more amendments, supplements or other modifications to the Collateral Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature; (ii) provide for Liens permitted by Section 7.01; (iii) add to the Collateral; (iv) make any changes necessary or desirable, in the good faith determination of Holdings, in order to implement any transaction that is subject to Section 7.04 and is completed in compliance therewith; (v) make any other change to the Collateral Documents to provide for additional Indebtedness or other obligations that are permitted by the terms of this Agreement to be secured by a Lien on the Collateral on a pari passu or junior basis with the Liens securing the Obligations, including changes to the “Secured Obligations” (or similar term) in the Collateral Documents (or any other term, however described, relating to the obligations of the Loan Parties and the Restricted Subsidiaries that are subject to the security interest granted therein); (vi) amend or modify any Collateral Document to the extent necessary to (A) conform any restriction or limitation contained therein to any analogous restriction or limitation contained in this Agreement or to eliminate any restriction or limitation therein that is not contained in this Agreement except to the extent such restriction or limitation is necessary to create, perfect, preserve or enforce the security interest in the Collateral purported to be created by such Collateral Document and (B) conform the Collateral and Guarantee Requirement (including any amendment or other modification to exclude from the Liens created or purported to be created by such Collateral Document any assets that, in accordance with the Collateral and Guarantee Requirement, would not be or would no longer be required to be subject to such Liens (it being understood and agreed that such exclusion may provide that its effectiveness is delayed until the satisfaction of any requirement set forth in the Collateral and Guarantee Requirements that must be satisfied in order for such assets to not be required, in accordance with the Collateral and Guarantee Requirements, to be subject to such Liens)); and (vii) make any other change thereto that does not adversely affect the Lenders or the other Secured Parties in any material respect; and (viii) to enter into any Pari Passu Intercreditor Agreement, the Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any other intercreditor agreement or subordination agreement expressly contemplated by this Agreement.

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) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral, (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all of the Obligations (other than Contingent Surviving Obligations), (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Borrower or Guarantor owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Borrower or Guarantor under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, (v) in connection with a credit bid or purchase authorized under this Section 15.11, (vi) as to the pledge of Equity Interests of First-Tier Foreign Subsidiaries, in connection with a reorganization, change or modification of the direct or indirect ownership of such First-Tier Foreign Subsidiaries by a Borrower or a Guarantor, as applicable, in compliance with this Agreement, a release may be obtained as to such Equity Interests in connection with the substitution of a pledge of 65% of the voting Equity Interests (and 100% of the non-voting Equity Interests, if any) of any one or more new or replacement First-Tier Foreign Subsidiaries pursuant to valid security documents, or (vii) with respect to and to the extent of the Collateral pledged by a Guarantor, upon the release of the Guarantee of such Guarantor pursuant to this Section 15.11. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (i) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (ii) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (iii) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrowers in respect of) any and all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien 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 Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. Notwithstanding the provision of this Section 15.11, the Agent shall be authorized, without the consent of any Lender and without the requirement that an asset sale consisting of the sale, transfer or other disposition having occurred, to release any security interest in any building, structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards. (b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by Borrowers or their Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly provided herein. (c) A Guarantee of a Guarantor will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect): (i) in connection with any sale or other disposition (including by merger or otherwise) of Equity Interests of the Guarantor after which such Guarantor is no longer a Subsidiary, if the sale or disposition of such Equity Interests of that Guarantor complies with Section 6.4 of this Agreement; and (ii) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is permitted by not (either before or after giving effect to such transaction) Parent Borrower or a Subsidiary, if the sale or other disposition does not violate Section 7.01(i6.4 of this Agreement. Except as provided above, Agent will not execute and deliver a release of any Guarantee without the prior written authorization of (y) if the release is of all or substantially all of the Guarantees, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by the Administrative any occurrence giving rise to a release of a Guarantee as specified above, Agent at shall execute any timedocuments reasonably required in order to evidence or effect such release, the Majority Lenders will confirm suspension, discharge and termination in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items respect of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 9.10such Guarantee.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities as an actual or potential secured counterparty to a potential Hedging Agreement or as a Cash Management Bank and a potential Hedge Bank and a holder of other Secured ObligationsBank) and the L/C Issuers Issuing Bank irrevocably authorize the Administrative Agent to,and Collateral Agent, at their option and in their discretion: (a) to 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 of the Lenders under this Agreement and the “Aggregate Commitments” as defined in the Nexstar Credit Agreement and payment in full of all Secured Obligations (excluding other than (A) contingent indemnification obligations not yet accrued and payableunasserted expense reimbursement obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedging 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 (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 that have been cash collateralized or backstopped to the relevant Group Administrative Agent, and reasonable satisfaction of the relevant Group L/C Issuer, the relevant Group Hedge Bank or the relevant Group Cash Management applicable Issuing Bank, as applicable, shall have been made), (ii) at the time the property subject that is sold or otherwise disposed of (other than to such Lien is transferred a Credit Party) or to be transferred sold or otherwise disposed of as part of or in connection with any sale conveyance, sale, transfer or other Disposition disposition permitted hereunder or under any other Loan Document, (iii) in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary or (iv) subject to Section 10.0110.02, if approved, authorized or ratified in writing by the Majority Required 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 such property that is expressly permitted by to be senior to the Liens securing the Secured Obligations pursuant to Section 7.01(i6.02; (c) to release any Guarantor from its obligations under its Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (d) to enter into any Intercreditor Agreement or other intercreditor or subordination agreement it deems reasonable in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other obligations not prohibited hereunder and that if any such Intercreditor Agreement or other intercreditor or subordination agreement is posted to the Lenders three Business Days before being executed and the Required Lenders shall not have objected to such Intercreditor Agreement or other intercreditor or subordination agreement the Required Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement or other intercreditor or subordination agreement is reasonable and to have consented to such Intercreditor Agreement or other intercreditor or subordination agreement and such Agent’s execution thereof. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty its Guarantee pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit 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.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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,to enter into any customary intercreditor agreement (including the Pari Passu Intercreditor Agreement) or arrangement in form and substance reasonably satisfactory to the Administrative Agent with the holders of any Permitted Secured Ratio Debt (or any agent thereof) permitted under this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the incurrence of such Indebtedness. (ab) release any Any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall automatically be released (i) upon termination all 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 (A) Cash Management Obligations and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (yB) obligations Obligations under Secured Hedge Specified Swap Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (zy) Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but contingent obligations not yet due accrued and payable) having been paid in full, all Letters of Credit having been cash collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case of (x)case, (y) and (z) as to which other arrangements on terms reasonably satisfactory to the relevant Group Administrative AgentIssuing Bank in its sole discretion, or having expired or having been terminated, and the relevant Group L/C Issuer, the relevant Group Hedge Bank Total Revolving Commitments having expired or the relevant Group Cash Management Bank, as applicable, shall have having been made)terminated, (ii) at the time the property subject to such Lien that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any sale or other Disposition permitted not prohibited hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.019.02, if approved, authorized or ratified in writing by the Majority Required Lenders, or (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor or, prior to the Separation Date, an IAC Guarantor, as applicable, upon (or substantially simultaneously with) release of such Subsidiary Guarantor or IAC Guarantor, as applicable, from its obligations under its Guaranty Guarantee Agreement pursuant to clause (c) or (d) below, (v) in the case of any Collateral pledged by an IAC Guarantor during the Shared Collateral Period, upon the release of the IAC Administrative Agent’s Lien on such Collateral pursuant to the IAC Credit Agreement or (vi) as expressly provided in the Collateral Documents. (i) Any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee Agreement (A) in the event of dissolution of such Person, (B) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Agreement, upon (or substantially simultaneously with) effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively, (C) if the obligations under this Agreement are discharged in accordance with the terms of this Agreement; Agreement or (bD) release as otherwise expressly provided in the Guarantee Agreement and (ii) any IAC Guarantor shall automatically be released from its obligations under any the Guarantee Agreement in the event that such IAC Guarantor has been (or is substantially simultaneously being) released from its Guarantees of the Guaranties IAC Credit Agreement and the Security Documents and IAC Senior Notes; provided that no such release any Liens granted by such Guarantor if such Person is no longer required shall occur with respect to an entity that ceases to be a Restricted Subsidiary if such Subsidiary Guarantor pursuant or IAC Guarantor, as applicable, continues to the definition be a guarantor in respect of “Collateral any Permitted Ratio Debt unless and Guarantee Requirement” and Section 6.11; anduntil such guarantor is (or is being substantially simultaneously) released from its guarantee with respect to such Permitted Ratio Debt. (cd) release or subordinate any Lien Each IAC Guarantor shall automatically be released from its obligations under the Guarantee Agreement upon receipt of an Officer’s Certificate of the Borrower on any property granted to or held by the Administrative Agent or Separation Date stating that the Collateral Agent Borrower will be designated as unrestricted subsidiary under any Loan Document to the holder of any Lien IAC Credit Agreement and IAC Senior Notes, as applicable, on such property that is permitted by Section 7.01(i). date. (e) Upon request by the Administrative Agent at any time, the Majority 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 Subsidiary Guarantor or IAC Guarantor, as applicable, from its obligations under the applicable Guaranty Guarantee Agreement, or enter into an intercreditor agreement pursuant to this Section 9.109.16. In each case as specified in this Section 9.16, the Administrative Agent will, at the Loan Parties’ 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 release such Subsidiary Guarantor or IAC Guarantor, as applicable, from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Lenders consent and irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral Document (i) upon termination of the Aggregate Commitments under this Agreement when all Obligations have been Paid in Full 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 Revolving Loan Commitments have been made), terminated; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority LendersGuarantee and Collateral Agreement (i) when all Obligations have been Paid in Full and the Revolving Loan Commitments have been terminated, or (ivii) if the property subject such party was sold or is to such Lien is owned be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a Guarantor, upon release certificate of such Guarantor from its obligations under its Guaranty pursuant an officer of Borrower as to the terms of sale or other disposition being made in compliance with 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 or (c) release or to subordinate its interest in any Lien on Collateral to any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any a Lien on such property Collateral which is permitted by clause (d)(i) or (d)(iii) of Section 7.2 (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 7.01(i7.1(b)). Upon request by the Administrative Agent at any time, the Majority Required Lenders or all Lenders, as applicable, will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty Collateral pursuant to this Section 9.10.

Collateral and Guarantee Matters. Without limiting Each Holder hereby agrees (and each Holder to the extent not a party hereto shall, by the acceptance of a Note, be deemed to agree) that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or the Requisite Holders in accordance with the provisions of Section 9.09this Agreement or the other Note Documents, and the exercise by the Administrative Agent, the Collateral Agent or the Requisite Holders 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 Holders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Holders, without the necessity of any notice to or further consent from any Holder, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and Liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Holders hereby consents to, and irrevocably authorizes and directs 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) Administrative Agent and the L/C Issuers irrevocably authorize the Administrative Agent to,Collateral Agent: (a) to enter into and sign for and on behalf of the Holders as Secured Parties the Collateral Documents for the benefit of the Holders and the other Secured Parties and any Note Document to be executed by the Administrative Agent or the Collateral Agent and set forth on Schedule C hereto; (b) to automatically release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Note Document (i) upon termination of the Aggregate Commitments under this Agreement and the “Aggregate Commitments” as defined in the Nexstar Credit Agreement and payment and/or conversion in full of all Secured Note Obligations (excluding other than 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 Disposed of as part of or in connection with any sale Disposition to any Person that is not a Note Party or other Disposition that otherwise ceases to constitute Collateral, in each case, in a transaction that is permitted hereunder under this Agreement (including pursuant to a valid waiver or under any other Loan Documentconsent), (iii) subject to Section 10.0113.03, if the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders, Requisite Holders 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 the Guarantee and Security Agreement pursuant to the terms of this Agreementthereof; (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 with the consent of the Requisite Holders, to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Note Document to the holder of any another Lien (i) permitted to exist on such property that is pursuant to this Agreement and (ii) permitted by Section 7.01(ithis Agreement to be senior to the Liens of the Secured Parties under the Note Documents; and (d) to automatically release any Guarantor from its obligations under the Guarantee and Security Agreement (i) if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder, or (ii) upon payment and/or conversion in full of all Note Obligations (other than contingent indemnification obligations not yet due and payable). Upon request by the Administrative If any Agent requests at any time, the Majority Lenders will Requisite Holders may confirm in writing the Administrative such 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 applicable Guaranty Guarantee and Collateral Agreement pursuant to this Section 9.1012.09. In each case as specified in this Section 12.09, such Agent will (and each Holder irrevocably authorizes such Agent to), at Holdings’ expense, execute and deliver to the applicable Note Party such documents as such Note 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 evidence the release of such Guarantor from its obligations under the Guarantee and Collateral Agreement, in each case in accordance with the terms of the Note Documents and this Section 12.09; provided, that (1) no Agent shall be required to execute any document or take any action necessary to evidence such release or subordination on terms that, in such Agent’s opinion or the opinion of its counsel, could expose such Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) the Note Parties shall have provided such Agent with such certifications or documents as such Agent shall reasonably request in order to demonstrate that the requested release or subordination is permitted under this Section 12.09.

Collateral and Guarantee Matters. Without limiting In its capacity, the provisions Administrative Agent is a “representative” of Section 9.09, the holders of Secured Obligations within the meaning of the term “secured party” as defined in the UCC. Each Lender authorizes the Administrative Agent to enter into each of the Lenders (including in its capacities as Collateral Documents to which it is a potential Cash Management Bank party and a potential Hedge Bank and a to take all action contemplated by such documents. Each Lender agrees that no holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the holders of Secured Obligations upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations) , the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the L/C Issuers irrevocably holders of Secured Obligations any Credit Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of or for the benefit of the Administrative Agent, on behalf of the holders of Secured Obligations. The Lenders hereby authorize the Administrative Agent to, (a) Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Administrative Agent or the upon any Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments under this Agreement and the “Aggregate Commitments” as defined described 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 madeSection 9.17(b), (ii) at as permitted by, but only in accordance with, the time terms of the property subject to such Lien is transferred applicable Credit Document; 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 Required Lenders, or (iv) if the property subject to unless such Lien release 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 approved by all of 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 such property that is permitted by Section 7.01(i)Lenders hereunder. Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of propertyCollateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Credit Document, or which is consented to in writing by the Required Lenders or all of the Lenders, as applicable, the security interest in such assets shall be automatically released and the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability (other than immaterial liabilities) or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Credit Party or any Subsidiary in respect of) all interests retained by the Borrower or any Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Without limiting the foregoing, if all of the Equity Interests held by the Borrower and its Subsidiaries in any Subsidiary Guarantor are sold or transferred in a transaction permitted hereunder (other than to the Borrower or to a Subsidiary thereof) and the proceeds of such transaction are applied in accordance with the terms of Section 2.11(c)(i) (or arrangements for such application satisfactory to the Administrative Agent have been made) or if such Subsidiary Guarantor becomes an Excluded Subsidiary (other than pursuant to clauses (c) or (d) of the definition thereof), such Subsidiary Guarantor and its subsidiaries shall automatically be released from its obligations under Guarantee of the applicable Guaranty Secured Obligations upon the consummation of such transaction or on becoming an Excluded Subsidiary (other than pursuant to this Section 9.10clauses (c) or (d) of the definition thereof), and the Administrative Agent is hereby authorized and directed by the Lenders to take any actions deemed appropriate in order to effect the foregoing.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the The Lenders (including in its capacities as a potential Cash Management Bank consent and a potential Hedge Bank and a holder of other Secured Obligations) and the L/C Issuers irrevocably authorize the Administrative Agent to, Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or under the Collateral Agent under Agreement and/or any Loan Document other collateral document (i) upon termination of when all outstanding monetary Obligations owing with respect to the Aggregate Commitments under this Agreement and the “Aggregate Commitments” as defined in the Nexstar Credit Agreement and payment Term Loan have been paid in full (it being understood and agreed to that Agent shall be under no obligation to account for any outstanding monetary Obligations owing to any Lender that have not been reported to Agent in writing by such Lender and Agent may assume that no such non-reported monetary Obligations owing to such Lender exist for purposes of all Secured Obligations this clause (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 anyi), (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 constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder under this Agreement (including by consent, waiver or under any amendment and it being agreed and understood that the Agent may conclusively rely without further inquiry on a certificate of an officer of the Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0111.01, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.01(b)(1) to release any party from its guaranty under the Majority LendersCollateral Agreement (i) when all outstanding monetary Obligations owing with respect to the Term Loan have been paid in full (it being understood and agreed to that Agent shall be under no obligation to account for any outstanding monetary Obligations owing to any Lender that have not been reported to Agent in writing by such Lender and Agent may assume that no such non-reported monetary Obligations owing to such Lender exist for purposes of this clause (i)), or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that the property subject Agent may conclusively rely without further inquiry on a certificate of an officer of the Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a purchase money (or its equivalent) Lien on such Collateral which is permitted by hereunder (it being understood that the Agent may conclusively rely on a certificate from the Borrower in determining whether the Indebtedness secured by any such Lien is owned permitted hereunder). Upon request by a Guarantorthe Agent at any time, upon release the Lenders will confirm in writing the Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 10.10. LEGAL02/39661241v2LEGAL02/39709302v6 . The Agent may from time to time make such Guarantor from disbursements and advances (“Agent Advances”) which the Agent, in its obligations under its Guaranty sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrower of the Term Loan and other Obligations or to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement; (b) release any Guarantor from , including costs, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the rate then applicable to the Term Loan and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations under any pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Guaranties and Term Loan owed by the Security Documents and release any Liens granted Borrower to each such Lender. If such funds are not made available to the Agent by such Guarantor if Lender by the end of such Person three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is no longer required to be a Guarantor pursuant paid to the definition of “Collateral Agent, at the Federal Funds Rate for three (3) Business Days and Guarantee Requirement” and Section 6.11; and (c) release or subordinate any Lien on any property granted to or held by thereafter at the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the 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 applicable Guaranty pursuant to this Section 9.10Reference Rate.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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,, and the Administrative Agent shall: (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) on the date upon termination which all 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 Loan Obligations (excluding other than 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 have been paid in and issued under the Nexstar Credit Agreement (other than (x) Letters of Credit and “Letters of Credit” as defined full 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 Issuercash, the relevant Group Hedge Bank Aggregate Commitments have expired or the relevant Group Cash Management Bank, as applicable, shall have been madeterminated (such date, the “Termination Date”), (ii) with respect to any property constituting Collateral that (x) is sold, transferred or otherwise disposed of by the Borrower, Holdings or any other Loan Party to any Person other than a Loan Party (but excluding any transaction where the recipient is required to become a Loan Party) in a transaction permitted by this Agreement and the Collateral Documents, at the time of such sale or disposition, to the property subject to such Lien is transferred extent of the interest sold or to be transferred as part disposed of or in connection (y) is owned or at any time acquired by a Restricted Subsidiary that has been released from its Guarantee, concurrently with any sale or other Disposition permitted hereunder or under any other Loan Documentthe release of such Guarantee, (iii) subject to Section 10.019.01, if approved, authorized or ratified in writing by the Majority LendersRequired Lenders or such other number or percentage of Lenders required by Section 9.01, or (iv) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty Guarantee pursuant to clause (c) below or (v) as expressly provided in the Collateral Documents; (b) [Reserved]; (c) execute any documents and instruments reasonably requested by the Borrower to evidence the release of any Guarantor from its obligations under the Guarantee if (i) all or substantially all of the assets of any Guarantor other than Holdings or all of the Capital Stock of any Guarantor other than Holdings is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by Holdings or any of its Subsidiaries, (ii) unless Holdings elects otherwise, any Guarantor other than Holdings is designated an Unrestricted Subsidiary in accordance with the terms of this Agreement, (iii) such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (it being understood that, in each case under this clause (c), any such Person shall be automatically and unconditionally released and discharged from all obligations under its Guarantee upon notice from Borrower to the Administrative Agent to such effect, without any further action required on the part of the Administrative Agent or any Lender), in each case, only to the extent such transaction is in compliance with the Loan Documents; (d) upon receipt of an Officer’s Certificate stating that such Indebtedness (or Liens securing such Indebtedness, if applicable) is permitted under the Loan Documents, enter into intercreditor agreements or arrangements (including any amendment, supplement or other modification of any Collateral Document to add or provide for additional secured parties) with respect to Indebtedness (or Liens securing such Indebtedness) that is required or permitted to be pari passu with or subordinated to the Loan Obligations (or the Liens securing the Loan Obligations) pursuant to Section 6.03; and (e) release the Borrower from its obligations under the Loan Documents, without the consent of the Lenders, if: (1) Holdings or any successor to Holdings has assumed the obligations of the Borrower under the Loan Documents, by executing and delivering documentation that is reasonably satisfactory in form to the Administrative Agent and the Required Lenders, (2) the Borrower shall execute a Guarantee, (3) Holdings delivers an Opinion of Counsel to the Administrative Agent and the Required Lenders that such Guarantee is permitted by the terms of this Agreement, and has been duly authorized, executed and delivered by the Borrower and constitutes a valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms (subject to customary exceptions), until such time, if any, such Guarantee may be released pursuant to the terms of this Agreement; , and that all conditions precedent (bif any) 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 execution of “such Guarantee provided for in this Agreement have been complied with and (3) any other Loan party shall provide any affirmation or Collateral and Guarantee Requirement” and Section 6.11; and (c) release or subordinate any Lien on any property granted to or held Documents reasonably requested by the Administrative Agent or the Collateral Agent under any Loan Document to the holder Required Lenders. In each case as specified in this Section 8.08, upon receipt of any Lien on such property that is permitted by Section 7.01(i). Upon request by an Officer’s Certificate, the Administrative Agent at any time, the Majority Lenders will confirm in writing (and each Lender hereby authorizes the Administrative AgentAgent to), at the Borrower’s authority expense, deliver, upon the request of the applicable Loan Party, to such Loan Party or any designee of such Loan Party any certificates, powers or other physical collateral held by it and relating to such item of Collateral (but subject to the requirements of any applicable intercreditor agreement) and execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordinate its of such item of Collateral from the assignment and security interest in particular types or items of propertygranted under the Collateral Documents, or to release any such Guarantor from its obligations under the Guarantee or execute and deliver the agreements described in clause (d) above, in each case, in accordance with the terms of the Loan Documents and this Section 8.08; provided that the Borrower shall have delivered to the Administrative Agent (i) a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents as the Administrative Agent shall reasonably request and (ii) an Opinion of Counsel confirming that such release is permitted by Section 8.08. Each Secured Party hereby further authorizes the Administrative Agent on behalf of and for the benefit of the Secured Parties, (a) to be the agent for and representative of the Secured Parties with respect to the Collateral and the Collateral Documents, (b) to enter into any applicable Guaranty intercreditor agreement contemplated hereby and (c) to take any actions thereunder as determined by the Administrative Agent to be necessary or advisable. Each Secured Party hereby further authorizes the Administrative Agent on behalf of and for the benefit of the Secured Parties to enter into any other intercreditor agreement reasonably required by the Loan Documents, and each Secured Party agrees to be bound by the terms of such intercreditor agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Secured Party hereby agree that (i) unless the Administrative Agent consents thereto, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Loan Documents, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent on behalf of itself and the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to this Section 9.10a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Administrative Agent shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Loan Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other disposition.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, Each Lender and 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) Party irrevocably authorizes and the L/C Issuers irrevocably authorize instructs the Administrative Agent to,, and the Administrative Agent shall: (a) release (or evidence the release of) any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination the occurrence 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)Termination Date, (ii) at the time the property subject to such Lien that is transferred sold or otherwise Disposed of (or to be transferred sold or otherwise Disposed of) as part of or in connection with any sale or other Disposition permitted hereunder under (or under any other not restricted by) the Loan DocumentDocuments (subject to the last paragraph of Section 6.07), (iii) subject that does not constitute (or ceases to Section 10.01constitute) Collateral (and/or otherwise becomes an Excluded Asset), if approved, authorized or ratified in writing by the Majority Lenders, or (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Loan Guaranty otherwise in accordance with the Loan Documents, (v) as required under clause (d) below, (vi) pursuant to the provisions of any applicable Loan Document or (vii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.02; (b) subject to Section 9.22, release (or evidence the release of) any Subsidiary Guarantor from its obligations under its the Loan Guaranty pursuant to the terms of this Agreement; (bi) 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 ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder) and/or (ii) in the case of any Discretionary Guarantor, at the election of the Borrower at any time so long as (x) the Borrower shall have delivered written notice of such election to the Administrative Agent and (y) after giving pro forma effect to such release and the consummation of the relevant transaction (if applicable), (1) the Borrower is deemed to have made a new Investment in such Person in an amount equal to the aggregate outstanding amount of all Investments made in such Person while such Person was a Discretionary Guarantor and (2) no Event of Default shall exist (including after giving effect to clause (1)); provided that if any Subsidiary Guarantor ceases to constitute a Wholly-Owned Subsidiary, such Subsidiary Guarantor shall not be released from its Loan Guaranty unless (A) such Subsidiary Guarantor is no longer required a direct or indirect subsidiary of the Borrower, (B) after giving pro forma effect to be such release and the consummation of the relevant transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) and such Investment is permitted by the Loan Documents or (C) such Dispositions of Capital Stock is a good faith Disposition to a bona fide unaffiliated third party (as determined by the Borrower in good faith) for fair market value and for a bona fide business purpose (as determined by the Borrower in good faith); it being understood that this proviso shall not limit the release of any Subsidiary Guarantor pursuant to that otherwise constitutes an Excluded Subsidiary for any reason other than not constituting a Wholly-Owned Subsidiary of the definition of Borrower (this proviso, the “Collateral and Guarantee Requirement” and Section 6.11; andSpecified Guarantor Release Provision”); (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 such property that is permitted by Sections 6.02(d), 6.02(e), 6.02(g)(i), 6.02(l), 6.02(m), 6.02(n), 6.02(o) (other than any Lien on the Capital Stock of any Subsidiary Guarantor), 6.02(q), 6.02(r), 6.02(s), 6.02(t), 6.02(u), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(dd) (in the case of clause (ii) thereof, to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation), 6.02(ee), 6.02(ff), 6.02(gg), 6.02(hh), 6.02(ii), 6.02(mm) and/or 6.02(pp) (to the extent the relevant Lien is of the type to which the Lien of the Administrative Agent is otherwise required to be subordinated under this clause (c) pursuant to any of the other exceptions to Section 7.01(i6.02 that are expressly included in this clause (c)) (and, in each case, any Lien securing any Refinancing Indebtedness in respect of any thereof to the extent such Refinancing Indebtedness is permitted to be secured under Section 6.02(k)); (d) enter into subordination, intercreditor, collateral trust and/or similar agreements (including any Intercreditor Agreement and/or any amendment to any Intercreditor Agreement) with respect to any Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and with respect to which Indebtedness, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, with each of the Lenders and the other Secured Parties irrevocably agreeing to the treatment of the Lien on the Collateral securing the Secured Obligations as set forth in any such agreement and that it will be bound by and will take no action contrary to the provisions of any such agreement; and (e) execute and/or deliver, as applicable, any amendment to any UCC financing statement and/or any other document evidencing the security interest granted pursuant to the Collateral Documents to indicate that Excluded Assets and/or other assets that do not constitute Collateral are not subject to the security interest granted pursuant to the Collateral Documents. Upon the request by of the Administrative Agent at any time, the Majority 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 Loan Party from its obligations under the applicable Loan Guaranty or its Lien on any Collateral pursuant to this Article 8. In each case as specified in this Article 8, the Administrative Agent will (and each Lender hereby authorizes the Administrative Agent to), without recourse or warranty (other than as to the Administrative Agent’s authority to execute and deliver the same) and 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, to subordinate its interest therein, or to release such Loan Party from its obligations under the Loan Guaranty, in each case in accordance with the terms of the Loan Documents and this Article 8; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Notwithstanding anything to the contrary in this Section 9.108.09 or in any other provision of any Loan Document, each Lender and each other Secured Party hereby authorizes the Administrative Agent to, and the Administrative Agent shall, execute and deliver any instruments, documents, consents, acknowledgments, and agreements necessary or desirable to evidence, effectuate or confirm the release of any Subsidiary Guarantor or Collateral or the subordination of any Lien pursuant to the provisions of this Section 8.09. It is understood and agreed that, notwithstanding anything to the contrary herein, in any other Loan Document and/or in the documentation governing any Hedge Agreement and/or any agreement governing Banking Services, (a) unless otherwise agreed to by the Borrower and any applicable counterparty to any agreement governing any Secured Hedging Obligation and/or any Banking Service, the obligations of Holdings, the Borrower or any subsidiary under any such agreement shall be secured and guaranteed pursuant to the Collateral Documents and the Loan Guaranty only to the extent that, and for so long as, the Obligations are so secured and guaranteed and (b) any release of any Lien on any Collateral and/or any Guarantor effected in a manner permitted by this Agreement and/or any other Loan Document shall not require the consent of any such counterparty.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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 toAgent, at its option and in its discretion, (a) to release any Lien on any property Collateral 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 that is sold or otherwise disposed of to such Lien a Person that is transferred or to be transferred not a Loan Party as part of or in connection with any sale or other Disposition permitted hereunder or and under any the other Loan DocumentDocument or any Casualty Event, or (iii) subject to as approved in accordance with 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;10.1; and (b) to release any Guarantor from its obligations under any of the Guaranties and the Security Documents and release any Liens granted by such Guarantor Guarantee if such Person is no longer required ceases to be a Guarantor pursuant to Subsidiary as a result of a transaction permitted under 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 such property that is permitted by Section 7.01(i)Documents. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Guarantee, pursuant to this Section 9.1011.9. The Secured Parties will not, by virtue of any security interest they have in Intellectual Property, disturb the rights of any third party licensee of lntellectual Property under any license entered into after the Closing Date and permitted hereunder, so long as the licensee is not in breach of such license. Upon the Borrower’s request with respect to a particular licensee, the Required Lenders and the Administrative Agent will negotiate, execute and deliver a non-disturbance agreement with the licensee, in form reasonably acceptable to the Required Lenders, the Administrative Agent, the Borrower, and the licensee. In the event that any Collateral shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Collateral, the Administrative Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Administrative Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. The Administrative Agent shall a e no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate any security interest granted to the Administrative Agent pursuant to the Loan Documents or (ii) enable the Administrative Agent to exercise and enforce its rights under the Loan Documents with respect to any such pledge and security interest. 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.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each Each of the Term 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 toto and upon the commercially reasonable request of the Borrower Representative (and at its sole cost and expense) with reasonable advance notice, the Administrative Agent hereby agrees, (a) to 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 in cash of all Secured Obligations (excluding other than contingent indemnification obligations that shall 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 madeasserted), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale or other Disposition permitted hereunder (including the Administrative Agent's Lien on any of Holdings, i4c or under any other Loan DocumentIISI or their respective assets in connection with a Wind-Down Event or a dissolution of the legal existence of Holdings or i4c in connection with such Wind-Down Event but excluding sales among Credit Parties or assets sold pursuant to the Specified Disposition), or (iii) subject to Section 10.019.01, if approved, authorized or ratified in writing by the Majority Required 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 such property that is permitted by Section 7.01(i7.02(a); and (c) to release any Guarantor, i4c, Holdings or IISI from its obligations under the Security Documents and release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.05. Upon request by the Administrative Agent at any time, the Majority Required Lenders will confirm in writing the Administrative Agent’s '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 applicable Guaranty Guaranties pursuant to this Section 9.108.12. 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 Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Term Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. Without limiting (a) Except with respect to the exercise of setoff rights of any Lender in accordance with Section 9.08 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agents on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the AdministrativeCollateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the AdministrativeCollateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the AdministrativeCollateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Loan Document Obligations as a credit on account of the purchase price for any collateral payable by the AdministrativeCollateral Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the provisions of this Article, Section 9.099.15 and Section 9.17. (b) In furtherance of the foregoing and not in limitation thereof, no Swap Agreement or Cash Management Services the obligations under or in respect of which constitute Secured Obligations will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party (c) Each of the Lenders (including in its capacities as a potential Cash Management Bank Lenders, Issuing Banks and a potential Hedge Bank and a holder of other Secured Obligations) Parties irrevocably authorizes and the L/C Issuers irrevocably authorize directs the Administrative Agent and the Collateral Agent to, , and the Administrative Agent and Collateral Agent, as applicable, shall (a) release and terminate, or to confirm or evidence any automatic release and termination of, any Guarantees and Liens created under the Loan Documents as provided in Section 9.15 or in any other Security Document and (b) subordinate, at the request of the Borrower, 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 such property that is permitted by Section 7.01(i6.02(iv) or Section 6.02(xxii). Upon request by the Administrative Agent at any time, the 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 applicable Guaranty pursuant to this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions (a) The Secured Parties (by virtue of Section 9.09, each their acceptance of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank and a holder benefits of other Secured Obligationsthe Loan Documents) and the L/C Issuers irrevocably authorize the Administrative Agent toAgent, without any further consent of any Lender or any other Secured Party, (ai) to 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), (iiA) at the time the property subject to such Lien Termination Date, (B) that is sold, transferred or otherwise Disposed (whether voluntary or involuntary) of or to be sold, transferred or otherwise Disposed (whether voluntary or involuntary) of as part of or in connection with any sale sale, transfer or other Disposition (whether voluntary or involuntary) permitted hereunder under the Loan Documents (including all of the Collateral of a Guarantor which is released from its obligations under the Loan Documents pursuant to clause (iii) below); provided, however, any sale, transfer or other Disposition (whether voluntary or involuntary) of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under any other Loan Documentthe Guarantee Agreement or the HK Guarantee Agreement shall be subject to Section 10.2(b), (iiiC) that constitutes Intellectual Property, upon the occurrence of the Permanent Borrowing Base Trigger, provided no Event of Default has occurred and is continuing or would result therefrom, (D) subject to Section 10.0110.2, if approved, authorized or ratified in writing by the Majority Required Lenders, or (ivE) 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 Agreementextent provided in the Collateral Documents; (bii) 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 (A) 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 such property that is permitted by Section 7.01(i7.2(d) and (B) any Foreign Receivables and/or Foreign Inventory (and related rights, assets and/or Equity Interests) 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 7.2(k); and (iii) to release any Borrower or Guarantor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or otherwise is no longer required to be a Borrower or Guarantor pursuant to the terms of the Loan Documents (including as the result of becoming an Excluded Subsidiary), provided, however, that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement or the HK Guarantee Agreement shall be subject to Section 10.2(b). Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Loan Documents pursuant to this Section 9.10. (b) 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.

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 ObligationsBank) and the L/C Issuers irrevocably authorize the Administrative Agent to, and the Administrative Agent will, upon the request of the Borrower, (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 (including Secured Hedge Agreements and Cash Management Obligations, but excluding other 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 “Nexstar Letters of Credit” (if any) as defined in and issued under the Nexstar Credit Agreement (other than (x) Letters of Credit and “Nexstar 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, relevant Nexstar 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 AgreementSection; (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 ceases to be a Guarantor pursuant to the definition Subsidiary as a result of “Collateral and Guarantee Requirement” and Section 6.11; anda transaction permitted hereunder; (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 such property that is permitted by Section 7.01(i); (d) release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (e) release any Subsidiary Guarantor that ceases to be a Material Subsidiary (after receipt by the Administrative Agent of a written certificate of a Responsible Officer certifying thereto) and release any Liens granted by such Subsidiary Guarantor. Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s '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 applicable Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower's expense, execute and deliver to the applicable Loan Party or any Restricted Subsidiary such documents as the Borrower 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 Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions (a) The Secured Parties (by virtue of Section 9.09, each their acceptance of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank and a holder benefits of other Secured Obligationsthe Loan Documents) and the L/C Issuers irrevocably authorize the Administrative Agent toAgent, without any further consent of any Lender or any other Secured Party, (ai) to 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), (iiA) at the time the property subject to such Lien Termination Date, (B) that is sold, transferred or otherwise Disposed (whether voluntary or involuntary) of or to be sold, transferred or otherwise Disposed (whether voluntary or involuntary) of as part of or in connection with any sale sale, transfer or other Disposition (whether voluntary or involuntary) permitted hereunder under the Loan Documents (including all of the Collateral of a Guarantor which is released from its obligations under the Loan Documents pursuant to clause (iii) below); provided, however, any sale, transfer or other Disposition (whether voluntary or involuntary) of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under any other Loan Documentthe Guarantee Agreement or the HK Guarantee Agreement shall be subject to Section 10.2(b), (iiiC) that constitutes Intellectual Property, upon the occurrence of the Permanent Borrowing Base Trigger, provided no Event of Default has occurred and is continuing or would result therefrom, (D) subject to Section 10.0110.2, if approved, authorized or ratified in writing by the Majority Required Lenders, or (ivE) 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 Agreementextent provided in the Collateral Documents; (bii) 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 (A) 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 such property that is permitted by Section 7.01(i). Upon request 7.2(d) and (B) any Foreign Receivables and/or Foreign Inventory (and related rights, assets and/or Equity Interests) granted to or held by the Administrative Agent at under any time, Loan Document to the Majority Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items holder of property, or any Lien on such property that is permitted by Section 7.2(k); and (iii) to release any Borrower or Guarantor from its obligations under the applicable Guaranty Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or otherwise is no longer required to be a Borrower or Guarantor pursuant to this the terms of the Loan Documents (including as the result of becoming an Excluded Subsidiary), provided, however, that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement or the HK Guarantee Agreement shall be subject to Section 9.1010.2(b).

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Lenders irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority Lenders, Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the property subject sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is owned permitted by a GuarantorSection 7.1). Upon request by Agent at any time, upon release Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of such Guarantor from its obligations under its Guaranty Collateral pursuant to the terms of this Agreement; (b) Section 9.10. Agent shall 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 Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the holder sale or other disposition of any Lien on such property that is permitted by being made in compliance with this Agreement) or (iii) subject to Section 7.01(i). Upon request by the Administrative Agent at any time10.1, the Majority Lenders will confirm if directed to do so in writing by Required Lenders. In furtherance of the Administrative Agentforegoing, Agent agrees to execute and deliver to Borrower, at Borrower’s authority expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty that occurs pursuant to terms of this Section 9.10.. [Solsys Medical] A&R Credit Agreement

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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,Agent: (a) to release any Lien on any property Collateral 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)Termination Date, (ii) at that is sold or otherwise disposed of to a Person that is not the time the property subject to such Lien is transferred Borrower or to be transferred any Guarantor as part of or in connection with any sale or other Disposition permitted hereunder or and under any the other Loan DocumentDocuments or any Casualty Event, (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, Guarantor upon release of such Guarantor from its obligations under its Guaranty Guarantee pursuant to the terms of this Agreement;Section 11.9(b) or (iv) as approved in accordance with Section 10.1; and (b) to release any Guarantor from its obligations under any of the Guaranties and Guarantee (i) upon the Security Documents and release any Liens granted by such Guarantor Termination Date or (ii) if such Person is no longer required ceases to be a Guarantor pursuant to Subsidiary as a result of a transaction permitted under 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 such property that is permitted by Section 7.01(i)Documents. Upon request by the Administrative Agent at any time, the 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 applicable Guaranty Guarantee, pursuant to this Section 9.1011.9. In the event that any Collateral shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Collateral, the Administrative Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or NY: 1219514-6- - to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Administrative Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. The Administrative Agent shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate any security interest granted to the Administrative Agent pursuant to the Loan Documents or (ii) enable the Administrative Agent to exercise and enforce its rights under the Loan Documents with respect to any such pledge and security interest. 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 the Borrower or any Guarantor 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.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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,agree: (a) release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (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 (y) contingent reimbursement and payable, and (z) Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but not yet due and payableindemnification obligations, in each case of (x)case, (y) not yet accrued 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 madepayable), (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 transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Majority LendersRequired Lenders (or such greater number of Lenders as may be required pursuant to Section 11.01), 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 hereunder pursuant to the terms of this Agreementclause (c) below; (bi) 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 such property that is permitted by Section 7.01(i7.03 and (ii) that the Collateral Agent is authorized (but not required) to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any other Lien on such property that is permitted by Section 7.03; and (c) that any Guarantor shall be automatically released from its obligations hereunder and under the Security Agreement in accordance with Section 7.13(b). Upon request by the Administrative Agent at any time, the Majority Required Lenders (or such greater number of Lenders as may be required pursuant to Section 11.01) will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations hereunder and under the applicable Guaranty Security Agreement pursuant to this Section 9.109.11. In each case as specified in this Section 9.11, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), 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 or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations hereunder and under the Security Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

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 Group 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 Group 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) Group Letters of Credit and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (y) obligations under Group Secured Hedge Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (z) Group Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but not yet due and payable, in each case of clauses (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 such property that is permitted by Section 7.01(i) or Section 7.01(bb). Upon request by the Administrative Agent at any time, the 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 applicable Guaranty pursuant to this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Lenders irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority Lenders, Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the property subject sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is owned permitted by a GuarantorSection 7.1). Upon request by Agent at any time, upon release Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of such Guarantor from its obligations under its Guaranty Collateral pursuant to the terms of this Agreement; (b) Section 9.10. Agent shall 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 Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the holder sale or other disposition of any Lien on such property that is permitted by being made in compliance with this Agreement) or (iii) subject to Section 7.01(i). Upon request by the Administrative Agent at any time10.1, the Majority Lenders will confirm if directed to do so in writing by Required Lenders. In furtherance of the Administrative Agentforegoing, Agent agrees to execute and deliver to Borrower, at Borrower’s authority expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty that occurs pursuant to terms of this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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,to enter into any customary intercreditor agreement (including the Pari Passu Intercreditor Agreement) or arrangement in form and substance reasonably satisfactory to the Administrative Agent with the holders of any Pari Passu Indebtedness (or any agent thereof) permitted under this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the incurrence of such Indebtedness. (ab) release any Any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination all 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 (i) Cash Management Obligations and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (yii) obligations Obligations under Secured Hedge Specified Swap Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (zy) Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but contingent obligations not yet due accrued and payable) having been paid in full, all Letters of Credit having been cash collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case of (x)case, (y) and (z) as to which other arrangements on terms reasonably satisfactory to the relevant Group Administrative AgentIssuing Bank in its sole discretion, or having expired or having been terminated, and the relevant Group L/C Issuer, the relevant Group Hedge Bank Total Revolving Commitments having expired or the relevant Group Cash Management Bank, as applicable, shall have having been made)terminated, (ii) at the time the property subject to such Lien that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any sale or other Disposition permitted not prohibited hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.019.02, if approved, authorized or ratified in writing by the Majority Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon (or substantially simultaneously with) release of such Subsidiary Guarantor from its obligations under its Guaranty Subsidiary Guarantee pursuant to clause (c) below, (v) as expressly provided in the Collateral Documents, (vi) in connection with a Collateral Suspension Period or (vii) on the Amendment Effective Date to the extent constituting Collateral pledged by any member of the Match Group (it being understood that such Collateral shall be re-pledged to the Administrative Agent for the benefit of the Secured Parties to the extent required by Section 5.09(c)). (c) Any Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guarantee (i) in the event of dissolution of such Person, (ii) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Agreement, upon (or substantially simultaneously with) effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively, (iii) if the obligations under this Agreement are discharged in accordance with the terms of this Agreement; Agreement or (biv) as otherwise expressly provided in the Subsidiary Guarantee; provided that no such 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 shall occur with respect to an entity that ceases to be a Restricted Subsidiary if such Subsidiary Guarantor pursuant continues to the definition be a guarantor in respect of “Collateral any Pari Passu Indebtedness unless and Guarantee Requirement” and Section 6.11; anduntil such guarantor is (or is being substantially simultaneously) released from its guarantee with respect to such Pari Passu Indebtedness. (cd) 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 such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the Majority 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 Subsidiary Guarantor from its obligations under the applicable Guaranty Subsidiary Guarantee, or enter into an intercreditor agreement pursuant to this Section 9.109.16. In each case as specified in this Section 9.16, the Administrative Agent will, at the Loan Parties’ 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 release such Subsidiary Guarantor from its obligations under the Subsidiary Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.16.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each 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 Bank Product Obligations) and the L/C Issuers Issuer irrevocably authorize the Administrative Agent toto and upon the commercially reasonable request of the Borrower Representative (and at its sole cost and expense) with reasonable advance notice, the Administrative Agent hereby agrees, (a) to 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 in cash of all Secured Obligations (excluding other than contingent indemnification obligations not yet accrued and payable) for which no claim has then been asserted), 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, Agent and the relevant Group L/C Issuer, the relevant Group Hedge Bank or the relevant Group Cash Management Bank, as applicable, Issuer shall have been made), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale or other Disposition permitted hereunder (other than sales among Credit Parties), or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Required 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 such property that is permitted by Section 7.01(i7.02(a) or on assets permitted to be sold pursuant to Section 7.05(b)(v); (c) to release any Guarantor from its obligations under the Security Documents and release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.05; and (d) in connection with any replacement or refinancing of the Second Lien Debt pursuant to a Permitted Refinancing, enter into a Second Lien Intercreditor Agreement referred to in clause (ii) of the definition thereof; (e) in connection with any replacement or refinancing of the credit agreement referred to in clause (i) of the definition of Canadian Documents that is permitted by Section 7.02, enter into a Canadian Intercreditor Agreement referred to in clause (ii) of the definition thereof. Upon request by the Administrative Agent at any time, the Majority Required Lenders will confirm in writing the Administrative Agent’s '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 applicable Guaranty Guarantees pursuant to this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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 Issuer irrevocably authorize each of the Administrative Agent toand Collateral Agent, at its option and in its discretion, (a) to 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 other than (A) contingent indemnification obligations and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not yet accrued then due and payable) and the expiration expiration, termination or termination Cash Collateralization 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 reasonably satisfactory to the relevant Group Administrative Agent, Agent and the relevant Group L/C Issuer, the relevant Group Hedge Bank or the relevant Group Cash Management Bank, as applicable, Issuer shall have been made), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Required 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 such property that is permitted by Section 7.01(i7.01(s); and (c) to release any Subsidiary Guarantor from its obligations under the Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any other Indebtedness of the Borrower unless and until such Subsidiary Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. Upon request by the Administrative Agent or Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the applicable Guaranty Guarantee pursuant to this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the Lenders Each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank and a potential Hedge Bank and a holder of other Secured ObligationsBank) and the L/C Issuers irrevocably authorize authorizes the Administrative Agent to,Agent, at its option and in its discretion: (a) release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (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 other than (x) obligations under Secured Hedge Agreements, (y) Secured Cash Management Agreements and (z) contingent reimbursement and indemnification obligations obligations, in each case, 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) which have been cash collateralized or as to which other arrangements reasonably 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 applicable Issuing Lender 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 transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.0112.01, if the release of such Lien is approved, authorized or ratified in writing by the Majority LendersRequired Lenders (or such greater number of Lenders as may be required pursuant to Section 12.01), 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 hereunder pursuant to the terms of this Agreementclause (c) below; (bi) 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 such property that is permitted by clauses (6), (8) or (9) of the definition of Permitted Liens or any refinancing thereof permitted by clause (17) of the definition of Permitted Liens and (ii) that the Collateral Agent is authorized (but not required) to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any other Lien on such property that is permitted by clauses (6), (8) or (9) of the definition of Permitted Liens or any refinancing thereof permitted by clause (17) of the definition of Permitted Liens; and (c) that any Guarantor shall be automatically released from its obligations hereunder and under the Security Agreement in accordance with Section 7.01(i8.13(b). Upon request by the Administrative Agent at any time, the Majority Required Lenders (or such greater number of Lenders as may be required pursuant to Section 12.01) will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations hereunder and under the applicable Guaranty Security Agreement pursuant to this Section 9.1010.08. In each case as specified in this Section 10.08, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), 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 or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations hereunder and under the Security Agreement, in each case in accordance with the terms of the Loan Documents and this Section 10.08.

Collateral and Guarantee Matters. Without limiting The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Lien Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form reasonably satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(c), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereof) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2), and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of Section 9.09, each their acceptance of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank and a holder benefits of other Secured Obligationsthe Loan Documents) and the L/C Issuers irrevocably hereby authorize the Administrative Agent to, (a) and the Collateral Agent to 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 such property that is permitted by clauses (c), (i), or (z) (with respect to Securitization Assets or Receivables Assets) of Section 7.01(i). Upon request by 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and the Administrative Agent at and the Collateral Agent shall do so upon request of the Borrower; provided, that prior to any timesuch request, the Majority Lenders will confirm Borrower shall have in writing each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09. 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 authority to release or subordinate its interest in particular types or items of propertyand the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable for any failure to release monitor or maintain any Guarantor from its obligations under portion of the applicable Guaranty pursuant to this Section 9.10Collateral.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Lxxxxxx irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority Lenders, Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the property subject sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is owned permitted by a GuarantorSection 7.1). Upon request by Agent at any time, upon release Lxxxxxx will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of such Guarantor from its obligations under its Guaranty Collateral pursuant to the terms of this Agreement; (b) Section 9.10. Agent shall 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 Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the holder sale or other disposition of any Lien on such property that is permitted by being made in compliance with this Agreement) or (iii) subject to Section 7.01(i). Upon request by the Administrative Agent at any time10.1, the Majority Lenders will confirm if directed to do so in writing by Required Lenders. In furtherance of the Administrative Agentforegoing, Agent agrees to execute and deliver to Bxxxxxxx, at Borrower’s authority expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty that occurs pursuant to terms of this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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,to enter into the ABL Intercreditor Agreement and any other customary intercreditor agreement or arrangement in form and substance reasonably satisfactory to the Administrative Agent with the holders of any Debt secured by Liens on the Collateral (or any agent thereof) permitted under this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the incurrence of such Debt. (ab) Any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall, subject to the provisions of the ABL Intercreditor Agreement, automatically be released, and each of the Lenders irrevocably authorizes the Administrative Agent to take any action to release any such Lien on or to file any UCC-3 amendment related to any property granted to or held by the Administrative Agent under any Loan Document: (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold, transferred or conveyed to a Person that is not a Loan Party (and in the case of Equity Interests of first tier Foreign Subsidiaries, to a Person that is not a Loan Party or a Specified Pledgor) as part of or in connection with any sale, transfer or conveyance permitted hereunder or under any other Loan Document, (iii) that is or becomes Excluded Property or is not and is not required to be collateral to secure the Obligations, (iv) if approved, authorized or ratified in writing in accordance with Section 9.02, (v) that is owned by a Subsidiary Guarantor upon (or substantially simultaneously with) release of such Subsidiary Guarantor from its obligations under the Guarantee Agreement pursuant to clause (c) below or (vi) as expressly provided in the ABL Intercreditor Agreement. (c) Any Subsidiary Guarantor shall, subject to the provisions of the ABL Intercreditor Agreement, automatically be released from its obligations under the Guarantee Agreement, and each of the Lenders irrevocably authorizes the Administrative Agent to take any action to release any such Subsidiary Guarantor from its obligations under the Guarantee Agreement, if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder.; provided that no Subsidiary Guarantor shall be released from such obligations under the Guarantee Agreement solely by virtue of no longer being a Wholly Owned Subsidiary of the Borrower unless (i) the Borrower or the applicable Restricted Subsidiary is deemed to have made an Investment in such subsidiary in the amount of its outstanding Investment therein at such time, and such Investment is permitted under Section 6.02 at such time and (ii) such Subsidiary does not continue to be a Wholly Owned Subsidiary of the Borrower and/or one or more Affiliates (other than any bona fide portfolio company of any investor so long as, in the case of any such portfolio company, the primary purpose of the relevant transaction (as determined by the Borrower in good faith) is not the release of the relevant Guarantee) thereof. (d) Each of the Lenders irrevocably authorizes the Administrative Agent, upon request of the Borrower or any Subsidiary Guarantor, to subordinate (or release, in the case of Liens permitted under Section 6.05(d) or Section 6.05(s)) 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 such property that is permitted (i) to exist or to be incurred pursuant to Section 6.05(d), Section 6.05(s) or Section 6.05(v) or (ii) to be superior to the Lien of the applicable Collateral Documents by Section 7.01(i). 6.05. (e) Upon request by the Administrative Agent at any time, the Majority 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 Subsidiary Guarantor from its obligations under the applicable Guaranty Guarantee Agreement, or enter into an intercreditor agreement pursuant to this Section 9.109.15. In each case as specified in this Section 9.15, the Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Subsidiary Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.15, subject to receipt by the Administrative Agent at its reasonable request of a certificate of an authorized officer of the Borrower certifying that such transaction and release or subordination are permitted under this Agreement and the other Loan Documents. (f) 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.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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 toAgent, at its option and in its discretion, (a) to 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) contingent indemnity 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 with respect 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 madeunasserted claims), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan Document, (iii) in accordance with the requirements of the Intercreditor Agreements or (iv) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Required 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 such property that is permitted by Section 7.01(i7.01(n); (c) to release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Subsidiary of a Loan Party as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to such other Indebtedness; and (d) subject to the other provisions of this Article IX, to take such actions, including making filings and entering into agreements and any amendments or supplements to any Security Document or Intercreditor Agreement, as may be necessary or desirable to reflect the intent of this Agreement and the refinancing of any Indebtedness permitted hereunder; provided that upon request by the Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Agent’s authority to enter into such agreements, amendments or supplements. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Guarantee pursuant to this Section 9.10.

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) Subject to the terms of the Intercreditor Agreement, the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral and such Liens on the Collateral securing the Obligations will be automatically and unconditionally released, (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all of the Obligations (other than Contingent Surviving Obligations), (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Borrower or Guarantor owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Borrower or Guarantor under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, (v) in connection with a credit bid or purchase authorized under this Section 15.11, (vi) as to the pledge of Equity Interests of First-Tier Foreign Subsidiaries, in connection with a reorganization, change or modification of the direct or indirect ownership of such First-Tier Foreign Subsidiaries by a Borrower or a Guarantor, as applicable, in compliance with this Agreement, a release may be obtained as to such Equity Interests in connection with the substitution of a pledge of 65% of the voting Equity Interests (and 100% of the non-voting Equity Interests, if any) of any one or more new or replacement First-Tier Foreign Subsidiaries pursuant to valid security documents, or (vii) with respect to and to the extent of the Collateral pledged by a Guarantor, upon the release of the Guarantee of such Guarantor pursuant to this Section 15.11. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (i) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (ii) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (iii) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrowers in respect of) any and all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien 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 Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. (b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by Borrowers or their Restricted Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly provided herein. (c) A Guarantee of a Guarantor will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect): (i) in connection with any sale or other disposition (including by merger or otherwise) of Equity Interests of the Guarantor after which such Guarantor is no longer a Restricted Subsidiary, if the sale or disposition of such Equity Interests of that Guarantor complies with Section 6.4 of this Agreement; (ii) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is permitted not (either before or after giving effect to such transaction) Parent Borrower or a Restricted Subsidiary, if the sale or other disposition does not violate Section 6.4 of this Agreement; (iii) in connection with an enforcement action with respect to the Collateral as provided by the Intercreditor Agreement; (iv) if Parent Borrower properly designates the Guarantor as an Unrestricted Subsidiary under this Agreement; (v) in the case of a Guarantee entered into because a Person has guaranteed other Indebtedness of a Loan Party, upon the release or discharge of the guarantee that resulted in the creation of such Guarantee pursuant to Section 7.01(i5.11 of this Agreement or a payment of the Indebtedness supported by such Guarantee; and (vi) upon the Guarantor becoming an Excluded Subsidiary. Except as provided above, Agent will not execute and deliver a release of any Guarantee without the prior written authorization of (y) if the release is of all or substantially all of the Guarantees, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by the Administrative any occurrence giving rise to a release of a Guarantee as specified above, Agent at shall execute any timedocuments reasonably required in order to evidence or effect such release, the Majority Lenders will confirm suspension, discharge and termination in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items respect of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 9.10such Guarantee.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Xxxxxxx irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Majority Lenders, Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the property subject sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is owned permitted by a GuarantorSection 7.1). Upon request by Agent at any time, upon release Xxxxxxx will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of such Guarantor from its obligations under its Guaranty Collateral pursuant to the terms of this Agreement; (b) Section 9.10. Agent shall 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 Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the holder sale or other disposition of any Lien on such property that is permitted by being made in compliance with this Agreement) or (iii) subject to Section 7.01(i). Upon request by the Administrative Agent at any time10.1, the Majority Lenders will confirm if directed to do so in writing by Required Lenders. #155151395 In furtherance of the Administrative Agentforegoing, Agent agrees to execute and deliver to Xxxxxxxx, at Borrower’s authority expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty that occurs pursuant to terms of this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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,agree: (a) release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (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 other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent reimbursement and indemnification obligations obligations, in each case, 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 transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Majority LendersRequired Lenders (or such greater number of Lenders as may be required pursuant to Section 11.01), 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 hereunder pursuant to the terms of this Agreementclause (c) below; (bi) 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 such property that is permitted by Section 7.01(i7.03 and (ii) that the Collateral Agent is authorized (but not required) to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any other Lien on such property that is permitted by Section 7.03; and (c) that any Guarantor shall be automatically released from its obligations hereunder and under the Security Agreement in accordance with Section 7.13(b). Upon request by the Administrative Agent at any time, the Majority Required Lenders (or such greater number of Lenders as may be required pursuant to Section 11.01) will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations hereunder and under the applicable Guaranty Security Agreement pursuant to this Section 9.109.11. In each case as specified in this Section 9.11, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), 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 or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations hereunder and under the Security Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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 Agent, at its option and in its sole discretion: (ai) to release any Lien on any property granted to to, or held by the Administrative Agent or by, the Collateral Agent under any Loan Document (ix) upon termination of on or after the Aggregate Commitments under this Agreement and date that 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 (xcontingent indemnity and expense reimbursement obligations as to which no claim has been made) Letters of Credit have been paid in full, and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any)Commitments have been terminated, (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 with respect to any property that is sold or otherwise disposed 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 sold or otherwise disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder under the Loan Documents or under any other Loan Document, (iii) subject to Section 10.01z), if approved, authorized or ratified in writing by the Majority Lenders, Required Lenders (or (iv) if the property subject to such Lien is owned by a Guarantor, upon release other number of such Guarantor from its obligations under its Guaranty pursuant to the terms of this AgreementLenders as shall be required hereunder); (bii) 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 to, or held by the Administrative Agent or by, the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i). 6.02; and (iii) to release any Subsidiary from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. (b) Upon request by the Administrative Collateral Agent at any time, the Majority Required Lenders will confirm in writing writing, the Administrative Collateral Agent’s authority 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 Guaranty Loan Documents pursuant to this Section 9.108.10. (c) 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 any Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. Without limiting (a) The Lenders hereby irrevocably authorize the provisions Collateral Agent to release any Lien upon any Collateral (i) upon Payment in Full, or (ii) constituting property being sold, transferred or disposed of Section 9.09, each in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. (b) 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 hereby irrevocably authorize the Administrative Agent to,to release (i) any Borrower or Facility Guarantor from its obligations hereunder and/or under its Facility Guarantee upon Payment in Full and (ii) any Restricted Subsidiary that is a Borrower or a Facility Guarantor upon the consummation of any transaction permitted hereunder, as a result of which such Borrower or Guarantor ceases to be a Restricted Subsidiary (including as a result of such Borrower or Guarantor being redesignated as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary. (c) Except as provided in clauses (a) and (b) of this Section, the Collateral Agent will not release any Lien on any property granted to or held by of the Collateral Agent’s Liens and the Administrative Agent will not release any Borrower or the Collateral Agent any Facility Guarantor from its obligations hereunder or 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 Bankits Facility Guarantee, as applicable, shall have been made)in each case, (ii) at without 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 prior written authorization 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 such property that is permitted by Section 7.01(i)Applicable Lenders. Upon request by the Administrative any Agent or any Loan Party at any time, the Majority Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral or the Administrative Agent’s authority to release any Borrower or subordinate its interest Facility Guarantor, in particular types or items of propertyeach case, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 9.10SECTION 8.17. (d) Promptly upon written request by the Lead Borrower, the Collateral Agent or the Administrative Agent, as applicable, shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.17(a) or the release of any Borrower or Facility Guarantor described in SECTION 8.17(b); provided, however, that (i) such Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose such Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party (other than any Loan Party being expressly released) in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09Lenders irrevocably authorize Agent, each of the Lenders (including at its option and 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, discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Collateral 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 when 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), Paid in Full; (ii) at the time the constituting property subject to such Lien is transferred sold or to be transferred sold or disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder (including by consent, waiver or under any amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other Loan Document, disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof, to release any party from its guaranty under the Majority Lenders, Guarantee and Collateral Agreement (A) (i) when all Obligations have been Paid in Full or (ivii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the property subject sale or other disposition being made in compliance with this Agreement) or (B) otherwise pursuant to Section 8.17(c) of the Guarantee and Collateral Agreement as it relates to any foreign Guarantor from time to time; or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is owned permitted by a GuarantorSection 7.1). Upon request by Agent at any time, upon release Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of such Guarantor from its obligations under its Guaranty Collateral pursuant to the terms of this Agreement; (b) Section 9.10. Agent shall 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 Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the holder sale or other disposition of any Lien on such property that is permitted by being made in compliance with this Agreement) or (iii) subject to Section 7.01(i). Upon request by the Administrative Agent at any time10.1, the Majority Lenders will confirm if directed to do so in writing by Required Lenders. In furtherance of the Administrative Agentforegoing, Agent agrees to execute and deliver to Borrower, at Borrower’s authority expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty that occurs pursuant to terms of this Section 9.10.

Collateral and Guarantee Matters. Without limiting Notwithstanding anything to the provisions of Section 9.09contrary in this Agreement, 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 Guarantor shall be automatically released from its obligations hereunder and its Guarantee and/or any Lien on any property granted to by such Guarantor or held by the Administrative Agent or the Collateral Agent under any Loan Security Document shall be automatically released (i) upon termination of the Aggregate Commitments under this Agreement Revolving Loan Commitment and the “Aggregate Commitments” as defined in the Nexstar Credit Agreement Term Loan Commitment and payment in cash 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 inchoate indemnification obligations for which no claim has yet been made); or (xii) Letters to the extent constituting property sold or disposed of Credit as part of a Permitted Asset Disposition (it being understood and “Letters agreed that Agent may conclusively rely without further inquiry on a certificate of Credit” a Responsible Officer as defined to the sale or other disposition of property or other applicable transaction being made in full compliance with the provisions of the Financing Documents); provided, that 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 a disposition made to which other arrangements satisfactory to the relevant Group Administrative Agent, and the relevant Group L/C Issuerany Credit Party, the relevant Group Hedge Bank or transferred assets shall become part of the relevant Group Cash Management BankCollateral of the transferee Credit Party (except to the extent such assets are Excluded Property). Xxxxxxx irrevocably authorize Agent to (and Agent shall) effectuate the foregoing release and to execute and deliver, as applicable, shall have been made), (ii) at the time the property subject Credit Parties’ expense, all documents that may be required or that such Credit Party may reasonably request to evidence such Lien is transferred termination or release. Xxxxxxx also irrevocably authorize Agent 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 Security Document to the holder of any a Permitted Lien on such property that is permitted by Section 7.01(i)a Permitted Priority Lien. Upon request by the Administrative Agent at any time, the Majority Lenders Xxxxxxx will confirm in writing the Administrative Agent’s authority to release or and/or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty Collateral pursuant to this Section 9.1011.9. Without limiting the foregoing, Agent xxxxxx agrees to take such action as is reasonably necessary or otherwise reasonably requested by Borrower Representative to release its lien with respect to Equity Interests of Aspen Georgia upon the execution of the DOE Loan Agreement all at the Credit Parties sole cost and expense in accordance with Section 13.14(a).

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each Each of the Term 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,to and upon the commercially reasonable request of the Borrower Representative (and at its sole cost and expense) with reasonable advance notice, the Administrative Agent hereby agrees: (a) to 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 in cash of all Secured Obligations (excluding other than contingent indemnification obligations that shall 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 madeasserted), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale or other Disposition permitted hereunder (including the Administrative Agent's Lien on any of Holdings, i4c or under any other Loan DocumentIISI or their respective assets in connection with a Wind-Down Event or a dissolution of the legal existence of Holdings or i4c in connection with such Wind-Down Event but excluding sales among Credit Parties or assets sold pursuant to the Specified Disposition), or (iii) subject to Section 10.019.01, if approved, authorized or ratified in writing by the Majority Required 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 such property that is permitted by Section 7.01(i7.02(a); and (c) to release any Guarantor, i4c, Holdings or IISI from its obligations under the Security Documents and release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.05. Upon request by the Administrative Agent at any time, the Majority Required Lenders will confirm in writing the Administrative Agent’s '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 applicable Guaranty Guaranties pursuant to this Section 9.108.12. 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 Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Term Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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,, and the Administrative Agent shall: (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) on the date upon termination which all 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 Loan Obligations (excluding other than 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 have been paid in and issued under the Nexstar Credit Agreement (other than (x) Letters of Credit and “Letters of Credit” as defined full 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 Issuercash, the relevant Group Hedge Bank Aggregate Commitments have expired or the relevant Group Cash Management Bank, as applicable, shall have been madeterminated (such date, the “Termination Date”), (ii) with respect to any property constituting Collateral that (x) is sold, transferred or otherwise disposed of by the Borrower, Holdings or any other Loan Party to any Person other than a Loan Party (but excluding any transaction where the recipient is required to become a Loan Party) in a transaction permitted by this Agreement and the Collateral Documents, at the time of such sale or disposition, to the property subject to such Lien is transferred extent of the interest sold or to be transferred as part disposed of or in connection (y) is owned or at any time acquired by a Restricted Subsidiary that has been released from its Guarantee, concurrently with any sale or other Disposition permitted hereunder or under any other Loan Documentthe release of such Guarantee, (iii) subject to Section 10.019.01, if approved, authorized or ratified in writing by the Majority LendersRequired Lenders or such other number or percentage of Lenders required by Section 9.01, or (iv) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty Guarantee pursuant to clause (c) below or (v) as expressly provided in the Collateral Documents; (b) [Reserved]; (c) execute any documents and instruments reasonably requested by the Borrower to evidence the release of any Guarantor from its obligations under the Guarantee if (i) all or substantially all of the assets of any Guarantor other than Holdings or all of the Capital Stock of any Guarantor other than Holdings is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by Holdings or any of its Subsidiaries, (ii) unless Holdings elects otherwise, any Guarantor other than Holdings is designated an Unrestricted Subsidiary in accordance with the terms of this Agreement, (iii) such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (it being understood that, in each case under this clause (c), any such Person shall be automatically and unconditionally released and discharged from all obligations under its Guarantee upon notice from Borrower to the Administrative Agent to such effect, without any further action required on the part of the Administrative Agent or any Lender), in each case, only to the extent such transaction is in compliance with the Loan Documents; (d) upon receipt of an Officer’s Certificate stating that such Indebtedness (or Liens securing such Indebtedness, if applicable) is permitted under the Loan Documents, enter into intercreditor agreements or arrangements (including any amendment, supplement or other modification of any Collateral Document to add or provide for additional secured parties) with respect to Indebtedness (or Liens securing such Indebtedness) that is required or permitted to be pari passu with or subordinated to the Loan Obligations (or the Liens securing the Loan Obligations) pursuant to Section 6.03; and (e) release the Borrower from its obligations under the Loan Documents, without the consent of the Lenders, if: (1) Holdings or any successor to Holdings has assumed the obligations of the Borrower under the Loan Documents, by executing and delivering documentation that is reasonably satisfactory in form to the Administrative Agent and the Required Lenders, (2) the Borrower shall execute a Guarantee, (3) Holdings delivers an Opinion of Counsel to the Administrative Agent and the Required Lenders that such Guarantee is permitted by the terms of this Agreement, and has been duly authorized, executed and delivered by the Borrower and constitutes a valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms (subject to customary exceptions), until such time, if any, such Guarantee may be released pursuant to the terms of this Agreement; , and that all conditions precedent (bif any) 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 execution of “such Guarantee provided for in this Agreement have been complied with and (4) any other Loan party shall provide any affirmation or Collateral and Guarantee Requirement” and Section 6.11; and (c) release or subordinate any Lien on any property granted to or held Documents reasonably requested by the Administrative Agent or the Collateral Agent under any Loan Document to the holder Required Lenders. In each case as specified in this Section 8.08, upon receipt of any Lien on such property that is permitted by Section 7.01(i). Upon request by an Officer’s Certificate, the Administrative Agent at any time, the Majority Lenders will confirm in writing (and each Lender hereby authorizes the Administrative AgentAgent to), at the Borrower’s authority expense, deliver, upon the request of the applicable Loan Party, to such Loan Party or any designee of such Loan Party any certificates, powers or other physical collateral held by it and relating to such item of Collateral (but subject to the requirements of any applicable intercreditor agreement) and execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordinate its of such item of Collateral from the assignment and security interest in particular types or items of propertygranted under the Collateral Documents, or to release any such Guarantor from its obligations under the applicable Guaranty Guarantee or execute and deliver the agreements described in clause (d) above, in each case, in accordance with the terms of the Loan Documents and this Section 8.08; provided that the Borrower shall have delivered to the Administrative Agent (i) a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents as the Administrative Agent shall reasonably request and (ii) an Opinion of Counsel confirming that such release is permitted by Section 8.08. Additionally, with respect to subordinating the Administrative Agent’s security interest in Collateral to a Permitted Lien which is permitted pursuant to this Section 9.10agreement to rank senior to the Loans, upon the request of the applicable Loan Party, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of the Administrative Agent’s security interest in the Collateral to such Permitted Lien; provided that the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that any such subordination has been consummated in compliance with this Agreement and the other Loan Documents as the Administrative Agent shall reasonably request and (ii) an Opinion of Counsel confirming that such subordination is permitted by this Agreement. Each Secured Party hereby further authorizes the Administrative Agent on behalf of and for the benefit of the Secured Parties, (a) to be the agent for and representative of the Secured Parties with respect to the Collateral and the Collateral Documents, (b) to enter into any applicable intercreditor agreement contemplated by this agreement, including any Intercreditor Agreement and (c) to take any actions thereunder as determined by the Administrative Agent to be necessary or advisable. Each Secured Party hereby further authorizes the Administrative Agent on behalf of and for the benefit of the Secured Parties to enter into any other intercreditor agreement reasonably required by the Loan Documents (including any Intercreditor Agreement), and each Secured Party agrees to be bound by the terms of such intercreditor agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Secured Party hereby agree that (i) unless the Administrative Agent consents thereto, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Loan Documents, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent on behalf of itself and the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Administrative Agent shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Loan Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other disposition.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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,to enter into any customary intercreditor agreement or arrangement in form and substance reasonably satisfactory to the Administrative Agent with the holders of any Permitted Secured Ratio Debt (or any agent thereof) permitted under this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the incurrence of such Indebtedness. (ab) release any Any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document Docu- ment shall automatically be released (i) upon termination all 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 (A) Cash Management Obliga- tions and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (yB) obligations Obligations under Secured Hedge Specified Swap Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (zy) Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but contingent obligations not yet due accrued and payable) having been paid in full, all Letters of Credit having been cash collateralized or other- wise back-stopped (including by “grandfathering” into any future credit facilities), in each case of (x)case, (y) and (z) as to which other arrangements on terms reasonably satisfactory to the relevant Group Administrative AgentIssuing Bank in its sole discretion, or having expired or having been terminated, and the relevant Group L/C Issuer, the relevant Group Hedge Bank Total Revolving Commitments having expired or the relevant Group Cash Management Bank, as applicable, shall have having been made)terminated, (ii) at the time the property subject to such Lien that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any sale or other Disposition permitted not prohibited hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.019.02, if approved, authorized or ratified in writing by the Majority Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon (or substantially simultaneously with) release of such Subsidiary Guarantor from its obligations under its Guaranty Guarantee Agreement pursuant to clause (c) below, or (v) as expressly provided in the Collateral Documents. (c) Any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee Agreement (A) in the event of dissolution of such Person, (B) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Agreement, upon (or substantially simultaneously with) effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively, (C) if the obligations under this Agreement are discharged in accordance with the terms of this Agreement or (D) as otherwise expressly provided in the Guarantee Agreement;; provided that no such release shall occur with respect to an entity that ceases to be a Restricted Subsidiary if such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Ratio Debt unless and until such guarantor is (or is being substantially simultaneously) released from its guarantee with respect to such Permitted Ratio Debt. (bd) release any Each IAC Guarantor has been automatically be released from its obligations under any the Guarantee Agreement and was automatically released upon receipt of an Officer’s Certificate of the Guaranties Borrower on the Separation Date stating that the Borrower will be designated as unrestricted subsidiary under the IAC Credit Agreement and the Security Documents and release any Liens granted by IAC Senior Notes, as applicable, on 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; anddate. (ce) 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 such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the Majority Required Lenders will confirm in writing writ- ing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the applicable Guaranty Guarantee Agreement, or enter into an intercreditor agreement pursuant to this Section 9.109.16. In each case as specified in this Section 9.16, the Administrative Agent will, at the Loan Parties’ 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 xxxxx- xx under the Collateral Documents, or to release such Subsidiary Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each Each of the Term 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 toto and upon the commercially reasonable request of the Borrower Representative (and at its sole cost and expense) with reasonable advance notice, the Administrative Agent hereby agrees, (a) to 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 in cash of all Secured Obligations (excluding other than contingent indemnification obligations that shall 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 madeasserted), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale or other Disposition permitted hereunder (other than sales among Credit Parties), or under any other Loan Document, (iii) subject to Section 10.019.01, if approved, authorized or ratified in writing by the Majority Required 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 such property that is permitted by Section 7.01(i7.02(a); and (c) to release any Guarantor from its obligations under the Security Documents and release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.05. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Guaranties pursuant to this Section 9.10.8.12. 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 Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Term Lenders for any failure to monitor or maintain any portion of the Collateral. DB1/ 85911004.13

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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 toAgent, at its option and in its discretion, (a) to release any Lien on any property Collateral 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 that is sold or otherwise disposed of to such Lien a Person that is transferred or to be transferred not a Loan Party as part of or in connection with any sale or other Disposition permitted hereunder or and under any the other Loan DocumentDocument or any Casualty Event, or (iii) subject to as approved in accordance with 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;10.1; and (b) to release any Guarantor from its obligations under any of the Guaranties and the Security Documents and release any Liens granted by such Guarantor Guarantee if such Person is no longer required ceases to be a Guarantor pursuant to Subsidiary as a result of a transaction permitted under 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 such property that is permitted by Section 7.01(i)Documents. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Guarantee, pursuant to this Section 9.1011.9. The Secured Parties will not, by virtue of any security interest they have in Intellectual Property, disturb the rights of any third party licensee of Intellectual Property under any license entered into after the Closing Date and permitted hereunder, so long as the licensee is not in breach of such license. Upon the Borrower’s request with respect to a particular licensee, the Required Lenders and the Administrative Agent will negotiate, execute and deliver a non-disturbance agreement with the licensee, in form reasonably acceptable to the Required Lenders, the Administrative Agent, the Borrower, and the licensee. In the event that any Collateral shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Collateral, the Administrative Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Administrative Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. The Administrative Agent shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate any security interest granted to the Administrative Agent pursuant to the Loan Documents or (ii) enable the Administrative Agent to exercise and enforce its rights under the Loan Documents with respect to any such pledge and security interest. 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.

Collateral and Guarantee Matters. Without limiting The Lenders, 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) Parties and the L/C Issuers Issuer irrevocably authorize the Administrative Agent to,agree: (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (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 other than 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 (or cash collateralization or 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 arrangement with respect thereto reasonably satisfactory to the relevant Group Administrative Agent, and the relevant Group applicable L/C Issuer) (the date on which the requirements of this clause (i) are first satisfied, the relevant Group Hedge Bank or the relevant Group Cash Management Bank, as applicable, shall have been made“Termination Date”), (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 transfer permitted hereunder or under any other Loan DocumentDocument to any Person, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Majority Required 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 clause (c) or (d) below, (v) if the terms property subject to such Lien becomes “Excluded Collateral” and (vi) in connection with any ground lease entered into by Holdings or its Subsidiaries, to subordinate the Liens held by the Administrative Agent or Collateral Agent to the rights and interests of this Agreementthe holder of the leasehold estate under such ground lease or to any other Lien thereon that, in each case, is permitted by Section 7.01(z); (b) release any Guarantor from its obligations under any of the Guaranties Administrative Agent and the Security Documents and release any Liens granted by such Guarantor if such Person is no longer required Collateral Agent, as applicable, are authorized 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 such property that is permitted by Section 7.01(iSections 7.01(j). Upon , (k), (p), and (t); (i) if any Subsidiary Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary (provided that no release shall occur if such Subsidiary Guarantor becomes an Excluded Subsidiary by virtue of no longer being a Wholly-Owned Restricted Subsidiary of a Loan Party unless it is no longer a Subsidiary of any Loan Party or it is becoming a bona fide joint venture in a transaction otherwise permitted hereunder), in each case as a result of a transaction or designation permitted hereunder or a Change in Law, or (ii) so long as no Event of Default has occurred and is continuing at such time, upon the designation by the Lead Borrower of a Subsidiary Guarantor as a “Designated Non-Guarantor Subsidiary,” in the case of each of clauses (i) and (ii) above (x) such Subsidiary shall be automatically released from its obligations under the Guaranty and (y) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Equity or are being transferred to another Person) shall be automatically released; (d) upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), 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 or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11; (e) at the request of Holdings from time to time, the Administrative Agent and the Collateral Agent will, and are hereby irrevocably authorized and directed by the Lenders and the other Secured Parties to, in each case on behalf of such Lender or other Secured Party and without any further consent, authorization or other action by such Lender or other Secured Party, execute and deliver one or more amendments, supplements or other modifications to the Collateral Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature; (ii) provide for Liens permitted by Section 7.01; (iii) add to the Collateral; (iv) make any changes necessary or desirable, in the good faith determination of Holdings, in order to implement any transaction that is subject to Section 7.04 and is completed in compliance therewith; (v) make any other change to the Collateral Documents to provide for additional Indebtedness or other obligations that are permitted by the terms of this Agreement to be secured by a Lien on the Collateral on a pari passu or junior basis with the Liens securing the Obligations, including changes to the “Secured Obligations” (or similar term) in the Collateral Documents (or any other term, however described, relating to the obligations of the Loan Parties and the Restricted Subsidiaries that are subject to the security interest granted therein); (vi) amend or modify any Collateral Document to the extent necessary to (A) conform any restriction or limitation contained therein to any analogous restriction or limitation contained in this Agreement or to eliminate any restriction or limitation therein that is not contained in this Agreement except to the extent such restriction or limitation is necessary to create, perfect, preserve or enforce the security interest in the Collateral purported to be created by such Collateral Document and (B) conform the Collateral and Guarantee Requirement (including any amendment or other modification to exclude from the Liens created or purported to be created by such Collateral Document any assets that, in accordance with the Collateral and Guarantee Requirement, would not be or would no longer be required to be subject to such Liens (it being understood and agreed that such exclusion may provide that its effectiveness is delayed until the satisfaction of any requirement set forth in the Collateral and Guarantee Requirements that must be satisfied in order for such assets to not be required, in accordance with the Collateral and Guarantee Requirements, to be subject to such Liens)); and (vii) make any other change thereto that does not adversely affect the Lenders or the other Secured Parties in any material respect; and (viii) to enter into any First Lien Intercreditor Agreement, the Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any other intercreditor agreement or subordination agreement expressly contemplated by this Agreement.

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 a) The Bank and a potential Hedge Bank and a holder of other Secured Obligations) and the L/C Issuers Parties irrevocably authorize and direct (i) the Collateral Agent to execute and deliver the Security Agreement and to exercise and enforce its rights and remedies and perform its obligations thereunder and (ii) the Administrative Agent to, (a) to execute and deliver the Guarantee Agreement and to exercise and enforce its rights and remedies and perform its obligations thereunder and to 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 Subsidiary 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 Guarantee Agreement if such Person is no longer required ceases to be a Guarantor pursuant to Subsidiary of the definition Borrower as a result of “Collateral and Guarantee Requirement” and Section 6.11; and (c) release or subordinate any Lien on any property granted to or held by a transaction permitted under the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i)Documents. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty Guarantee Agreement pursuant to this Section 9.108.09(a) and the Collateral Agent’s authority to release any Collateral from the Lien of the Collateral Agent pursuant to Section 9.18 of the Security Agreement. No Bank Secured Party other than the Administrative Agent (or any sub-agent thereof), as applicable, shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Loan Document Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Collateral Agent or the Administrative Agent (or any sub-agent thereof), as applicable, on behalf of the Bank Secured Parties in accordance with the terms thereof (b) The Agents 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 therewith, nor shall the Collateral Agent be responsible or liable to the Administrative Agent, the Lenders or any other Person for any failure to monitor or maintain any portion of the Collateral or monitor or maintain the perfection of the Collateral Agent’s Lien on any Collateral.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities as an actual or potential secured counterparty to a potential Hedging Agreement or as a Cash Management Bank and a potential Hedge Bank and a holder of other Secured ObligationsBank) and each of the L/C Issuers Issuing Banks irrevocably authorize and instruct the Administrative Agent to,and Collateral Agent (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 the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments of the Lenders under this Agreement and the “Aggregate Commitments” as defined in the Nexstar Credit Agreement and payment in full of all Secured Obligations (excluding other than (A) contingent indemnification obligations not yet accrued and payableunasserted expense reimbursement obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedging 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 (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 that have been cash collateralized in accordance with the terms of Credit” as defined this Agreement, backstopped with a back to back letter of credit 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 a manner reasonably acceptable to the relevant Group Administrative Agent, and the relevant Group L/C Issuer, the relevant Group Hedge applicable Issuing Bank or rolled into another credit facility to the relevant Group Cash Management sole satisfaction of the applicable Issuing Bank, as applicable, shall have been made), (ii) at the time the property subject that is sold or otherwise disposed of (other than to such Lien is transferred a Credit Party) or (A) to be transferred sold or otherwise disposed of as part of or (B) in connection with any sale conveyance, sale, transfer or other Disposition disposition permitted hereunder or under any other Loan DocumentDocument or so that a Lien may be granted (or continue to subsist) over such property which is permitted by (and subject to any conditions in) Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (xx) and (cc), (iii) subject to Section 10.01in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, 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 such property that is permitted by (and subject to any conditions in) clauses (c), (k), (m), (z) or (aa) of Section 7.01(i6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property, (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, the Administrative Agent and the Collateral Agent in connection with a request for release of any such Liens upon request of the Borrower; may conclusively rely upon certificate of a Responsible Officer of the Borrower certifying (x) in the case of clause (iii) or (iv) above, that such Lien is permitted under the applicable clause of Section 6.02 set forth in clause (iii) or (iv) above, (y) in the case of a request pursuant to clause (iii) or (iv) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (v) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.11; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is expressly permitted to be senior to the Liens securing the Secured Obligations pursuant to Section 6.02; (c) to release any Guarantor from its obligations under its Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents (including, without limitation, in accordance with Section 10.02(c)); and (d) to enter into (or amend, renew, extend, supplement, restate, replace, waive or otherwise modify) any intercreditor or subordination agreement (including, without limitation, those consistent with either (x) the terms of Exhibits I or M or (y) any other terms set forth in this Agreement, in each case, to the extent the Indebtedness being incurred or secured in connection therewith is not prohibited from being incurred under Section 6.01 and (if applicable) is permitted to be secured (including with respect to priority) under Section 6.02 of this Agreement, in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other Indebtedness or obligations (including, without limitation, to the extent secured by Liens on Collateral) permitted hereunder and in each case to the extent such obligations require the entry into an Intercreditor Agreement and/or subordination agreement pursuant to the terms of this Agreement; provided that any such Intercreditor Agreement which is not substantially consistent with Exhibit I or M, as applicable, shall be (i) reasonably acceptable to the Collateral Agent and (ii) shall be posted to the Lenders three Business Days before being executed, and the Required Lenders shall not have objected to such Intercreditor Agreement or other intercreditor or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof), the Required Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement or other intercreditor or subordination agreement is reasonable and shall be deemed to have consented to such Intercreditor Agreement or other intercreditor or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. The Lenders and the other Secured Parties expressly and irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any Indebtedness is not prohibited and/or Liens are permitted (including with respect to priority) and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby expressly and irrevocably agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Upon request by the Administrative Agent at any time, the Majority 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 applicable Guaranty its Guarantee pursuant to this Section 9.10; provided, that, for the avoidance of doubt, the Administrative Agent shall not be required to request such confirmation in writing. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit 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.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the 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 each of the Administrative Agent toand Collateral Agent, at its option and in its discretion, (a) to 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 other than (A) contingent indemnification obligations and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not yet accrued then due and payable) and the expiration expiration, termination or termination Cash Collateralization 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 reasonably satisfactory to the relevant Group Administrative Agent, Agent and the relevant Group L/C Issuer, the relevant Group Hedge Bank or the relevant Group Cash Management Bank, as applicable, Issuers shall have been made), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Required 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 such property that is permitted by Section 7.01(i7.01(s) (c) to release the Lien on any property granted to or held by the Collateral Agent under any Loan Document to the extent a Lien is granted on such property pursuant to and in accordance with Section 7.01(w); and (d) to release any Subsidiary Guarantor from its obligations under the Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any other Indebtedness of any Borrower unless and until such Subsidiary Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. Upon request by the Administrative Agent or Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the applicable Guaranty Guarantee pursuant to this Section 9.10.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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 Agent, at its option and in its sole discretion: (ai) to release any Lien on any property granted to to, or held by the Administrative Agent or by, the Collateral Agent under any Loan Document (ix) upon termination of on or after the Aggregate date that the Obligations (other than contingent indemnity and expense reimbursement obligations as to which no claim has been made) have been paid in full, the Commitments under this Agreement have been terminated 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)have been terminated or Cash Collateralized, (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 with respect to any property that is sold or otherwise disposed 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 sold or otherwise disposed of as part of or in connection with any sale or other Disposition disposition permitted hereunder under the Loan Documents or under any other Loan Document, (iii) subject to Section 10.01z), if approved, authorized or ratified in writing by the Majority Lenders, Required Lenders (or (iv) if the property subject to such Lien is owned by a Guarantor, upon release other number of such Guarantor from its obligations under its Guaranty pursuant to the terms of this AgreementLenders as shall be required hereunder); (bii) 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 to, or held by the Administrative Agent or by, the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i). 6.02; and (iii) to release any Subsidiary from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. (b) Upon request by the Administrative Collateral Agent at any time, the Majority Required Lenders will confirm in writing writing, the Administrative Collateral Agent’s authority 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 Guaranty Loan Documents pursuant to this Section 9.108.10. (c) Except as otherwise expressly set forth herein or in the Pledge and Security Agreement, no Banking Services counterparty or Hedge Agreement counterparty that obtains the benefits of any Guarantee pursuant to this Agreement or any Collateral by virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article 8 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Banking Services Obligations and Secured Hedging Obligations unless the Administrative Agent has received written notice of such obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Banking Services counterparty or Hedge Agreement counterparty, as the case may be. (d) 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 any Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the (a) 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,and Collateral Agent to enter into any customary intercreditor agreement or arrangement in form and substance reasonably satisfactory to the Administrative Agent or Collateral Agent, as applicable, with the holders of any Permitted Secured Ratio Debt (or any agent thereof) permitted under this Agreement that in the good faith determination of the Administrative Agent or Collateral Agent, as applicable, is necessary to effectuate the incurrence of such Indebtedness. (ab) release any Any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall automatically be released (i) upon termination all 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 (A) Cash Management Obligations and “Letters of Credit” as defined in the Nexstar Credit Agreement (if any), (yB) obligations Obligations under Secured Hedge Specified Swap Agreements and “Secured Hedge Agreements” as defined in the Nexstar Credit Agreement but not yet due and payable, and (zy) Cash Management Obligations and “Cash Management Obligations” as defined in the Nexstar Credit Agreement but contingent obligations not yet due accrued and payable, ) having been paid 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)full, (ii) at the time the on such property subject to such Lien that is transferred disposed of or to be transferred disposed of as part of or in connection with any sale Disposition (other than a lease or other Disposition permitted a license) not prohibited hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.019.02, if approved, authorized or ratified in writing by the Majority Required Lenders, or (iv) if the on such property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon (or substantially simultaneously with) release of such Subsidiary Guarantor from its obligations under its Guaranty Guarantee Agreement pursuant to clause (c) below, (v) upon such property becoming Excluded Collateral (as defined in the Security Agreement) or (vi) as expressly provided in the Collateral Documents. (c) Any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee Agreement (A) in the event of dissolution of such Person, (B) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Agreement, upon (or substantially simultaneously with) effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively, (C) if the obligations under this Agreement are discharged in accordance with the terms of this Agreement or (D) as otherwise expressly provided in the Guarantee Agreement; (b) ; provided that no such 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 shall occur with respect to an entity that ceases to be a Restricted Subsidiary if such Subsidiary Guarantor pursuant continues to the definition be a guarantor in respect of “Collateral any Permitted Ratio Debt unless and Guarantee Requirement” and Section 6.11; anduntil such guarantor is (or is being substantially simultaneously) released from its guarantee with respect to such Permitted Ratio Debt. (cd) The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby authorize the Administrative Agent and the Collateral Agent to 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 such property that is permitted by clauses (c), (d) or (k) of Section 7.01(i). 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property; and the Administrative Agent and the Collateral Agent shall do so upon request of the Borrower; provided that prior to any such request, the Borrower shall have delivered to the Administrative Agent a certificate of the Chief Executive Officer, a Vice President or a Financial Officer of the Borrower or any other executive officer of the Borrower certifying (x) that such Lien is not prohibited under this Agreement and (y) that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property. (e) Upon request by the Administrative Agent or Collateral Agent at any time, the Majority Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the applicable Guaranty Guarantee Agreement, or enter into an intercreditor agreement pursuant to this Section 9.109.16. In each case as specified in this Section 9.16, the Administrative Agent and/or Collateral Agent will, at the Loan Parties’ 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 release such Subsidiary Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16.