Common use of Collateral and Guarantee Matters Clause in Contracts

Collateral and Guarantee Matters. Each of the Lenders irrevocably authorizes the Collateral Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Collateral under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection 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. Each of the The Lenders irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andDocument, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 10.01; and (b) to release any Subsidiary Guarantor from its obligations under each of the Security Agreement and the Facility Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentshereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Facility Subsidiary Guaranty pursuant to this Section 9.209.10. In each case as specified in this Section 9.209.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Facility GuarantyGuarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.10.

Collateral and Guarantee Matters. Each of (a) The Bank Secured Parties irrevocably authorize and direct the Lenders irrevocably authorizes Administrative Agent (i) to execute and deliver the Collateral Agent, at Agreement and to exercise and enforce its option rights and in remedies and perform its discretion: obligations thereunder and (aii) to release any Lien on any property granted to or held by the Collateral under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under each of the Security Guarantee Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty Guarantee Agreement pursuant to this Section 9.208.10(a). In each case as specified in this Section 9.20No Bank Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Bank Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent will, at (or any sub-agent thereof) on behalf of the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case Bank Secured Parties in accordance with the terms of the Loan Documents and this Section 9.20. thereof (b) The Collateral 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 Collateral 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. Each Without limiting the provisions of subsection 10.9, each of the Lenders irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition to a Person that is made in accordance with the requirements of Section 9.21not a Loan Party, (iii) that constitutes “Excluded Property” (as such term is defined in connection with a release permitted by the Guarantee and in accordance with Section 9.21 Collateral Agreement) or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with subsection 11.1; (b) to release any Guarantor from its obligations under each of the Security Collateral and Guarantee Agreement and the Facility Guaranty if such Person (i) ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan DocumentsDocuments or (ii) becomes a FSHCO, a Non-Significant Subsidiary or a Broadcast License Subsidiary; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by subsection 8.3(h). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Collateral and Guarantee Agreement pursuant to this Section 9.20subsection 10.10. In each case as specified in this Section 9.20subsection 10.10, the Administrative Agent will, at the BorrowerBorrower Agent’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility GuarantyGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.20subsection 10.10. The Collateral 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 Collateral 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. Each of the The Lenders irrevocably authorizes authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent, contingent indemnity obligations with respect to unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”claims), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andto a Person that is not a Loan Party, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made (iii) in accordance with the requirements of Section 9.21the Intercreditor Agreements or, (iiiiv) to the extent constituting Excluded Collateral (as defined in connection with a release permitted by and in accordance with Section 9.21 the Security Agreement) or (ivv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Lenders; and; (b) to subordinate any Lien on any property granted to or held by the AdministrativeCollateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(nh); (c) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty Guarantee if such Person ceases to be a Subsidiary of a Loan Party as a result of a transaction permitted under 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 Documents. Party at any time, the Lenders will confirm in writing the Administrative Agent’s authority to enter into such agreements, amendments or supplements. (e) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Guarantee pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver 9.10; provided that any release or subordination with respect to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence Canadian Pledge must also be confirmed in writing by the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralTerm B-4 Required Lenders.

Collateral and Guarantee Matters. Each of the The Lenders irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligationsobligations not yet accrued and payable) (and the occurrence expiration or termination of the events described in this clause (i), the “Discharge all Letters of Obligations”)Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andDocument, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.1, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under each of the Security Guarantee and Collateral Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentshereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Facility Guaranty Guarantee and Collateral Agreement pursuant to this Section 9.209.11. In each case as specified in this Section 9.209.11, the Administrative Agent will, at the Borrower’s 's expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Facility GuarantyGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.11.

Collateral and Guarantee Matters. Each of the (a) The Term Lenders irrevocably authorizes authorize the Collateral Agent, at its option and in its sole discretion: (ai) to release any Lien on any property granted to to, or held by by, the Collateral Agent under any Loan Document (ix) upon termination of on or after the Commitments and payment in full of all date that the Obligations (other than contingent, unasserted indemnification obligationscontingent indemnity obligations as to which no claim has been made) (the occurrence of the events described have been paid in this clause (i), the “Discharge of Obligations”)full, (iiy) with respect to any property that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of under the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 Documents or (iv) subject to Section 9.08z), if approved, authorized or ratified in writing by the Required LendersLenders (or such other number of Term Lenders as shall be required hereunder); and (bii) to release any Guarantor Subsidiary from its obligations under each of the Security Agreement and the Facility Guaranty 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 Required Lenders will confirm in writing writing, the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor Subsidiary from its obligations under the Facility Guaranty Loan Documents pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. 8.09. (c) The Collateral Agent shall not be responsible for for, or have a duty to to, ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the 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 Administrative Collateral 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. Each of The Lenders and the Lenders Issuing Bank irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligationsobligations and Hedge Bank Obligations) (and the occurrence expiration or termination of the events described in this clause (i), the “Discharge all Letters of Obligations”)Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition expressly permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andDocument, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 10.01; (b) to release any Guarantor from its obligations guarantee under each of the Security Guarantee and Collateral Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction expressly permitted hereunder; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the Loan Documentsholder of any Lien on such property that is permitted by Section 7.03(f). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 guarantee under the Facility Guaranty Guarantee and Collateral Agreement pursuant to this Section 9.209.10. In each case as specified in this Section 9.209.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Liens granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations guarantee under the Facility GuarantyGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.10.

Collateral and Guarantee Matters. Each Without limiting the provision of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent, unasserted (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the occurrence of Administrative Agent and the events described in this clause (i), the “Discharge of Obligations”L/C Issuers shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition to a Person that is made in accordance with the requirements of Section 9.21not a Loan Party, (iii) in connection with a release permitted by and in accordance with Section 9.21 or that constitutes Excluded Property, (iv) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.01; or (v) to effect any other transaction permitted by the Required Lenders; andthis Agreement; (b) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty Collateral Documents if such Person is or becomes an Excluded Subsidiary or ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. ; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Collateral Documents pursuant to this Section 9.209.10. In each case as specified in this Section 9.209.10, the Administrative Agent will, at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility GuarantyCollateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.209.10. The Collateral 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 Collateral 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. Each No Secured Party shall have any right individually to realize upon any of the Collateralized L/C Collateral or to enforce any Guarantee, 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 Secured Parties in accordance with the terms thereof. The Lenders irrevocably authorizes authorize the Collateral Agent, at its option and in its discretionAdministrative Agent to: (a) to release (x) any Guarantor from the Guarantee or (y) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document Document, (i) upon termination of the Commitments and payment in full of all Obligations (other than contingentunmatured, unasserted surviving contingent indemnification obligations) and the termination of all Revolving Commitments and the cancellation or expiration of all Letters of Credit (or Cash Collateralization of outstanding Letters of Credit at the occurrence of the events described in this clause (i), the “Discharge of Obligations”Minimum Cash Collateral Amount), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition expressly permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of under the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21Documents, (iii) in connection with a release permitted by and merger, consolidation, amalgamation or sale of all or substantially all of the assets of a Restricted Subsidiary that is a Guarantor with or to the Borrower in accordance with Section 9.21 7.06(b) or (iv) in the case of clause (y), subject to Section 9.0810.01, if approved, authorized or ratified in writing by Lenders having or holding Revolving Exposure and unused Revolving Commitments representing more than 66-2/3% of the Required Lendersaggregate Revolving Exposure and unused Revolving Commitments of all Revolving Lenders (provided that the aggregate amount of Revolving Exposure shall be determined with respect to any Defaulting Lender by disregarding the Revolving Exposure of such Defaulting Lender); and (b) subordinate any Lien on any property granted to release or held by the Administrative Agent under any Guarantor from its obligations under each Loan Document to the holder of the Security Agreement and the Facility Guaranty if any Lien on such Person ceases to be a Subsidiary as a result of a transaction property that is permitted under the Loan Documentsby Section 7.01(j). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority of the Administrative Agent to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.10.

Collateral and Guarantee Matters. Each of the The Lenders irrevocably authorizes authorize the Collateral Agent, at its option and in its discretionAdministrative Agent to: (a) to release (x) any Guarantor from the Guarantee or (y) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document Document, (i) upon termination of the Commitments and payment in full of all Obligations (other than contingentunmatured, unasserted surviving contingent indemnification obligations) and the termination of all Revolving Commitments and the cancellation or expiration of all Letters of Credit (or Cash Collateralization of outstanding Letters of Credit at the occurrence of the events described in this clause (i), the “Discharge of Obligations”Minimum Cash Collateral Amount), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition expressly permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of under the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21Documents, (iii) in connection with a release permitted by and merger, consolidation, amalgamation or sale of all or substantially all of the assets of a Restricted Subsidiary that is a Guarantor with or to the Borrower in accordance with Section 9.21 7.07(b) or (iv) in the case of clause (y), subject to Section 9.0810.01, if approved, authorized or ratified in writing by Lenders having or holding Revolving Exposure and unused Revolving Commitments representing more than 66-2/3% of the Required Lendersaggregate Revolving Exposure and unused Revolving Commitments of all Revolving Lenders (provided that the aggregate amount of Revolving Exposure shall be determined with respect to any Defaulting Lender by disregarding the Revolving Exposure of such Defaulting Lender); and (b) subordinate any Lien on any property granted to release or held by the Administrative Agent under any Guarantor from its obligations under each Loan Document to the holder of the Security Agreement and the Facility Guaranty if any Lien on such Person ceases to be a Subsidiary as a result of a transaction property that is permitted under the Loan Documentsby Section 7.02(j). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority of the Administrative Agent to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.10.

Collateral and Guarantee Matters. Each of The Lenders and the Lenders L/C Issuer irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligations) (and the occurrence expiration or termination of the events described in this clause (i), the “Discharge all Letters of Obligations”)Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andDocument, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and (bc) to release any Guarantor from its obligations under each of the Security Guarantee and Collateral Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentshereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty and Collateral Agreement pursuant to this Section 9.209.10. In each case as specified in this Section 9.209.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility GuarantyGuaranty and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.10.

Collateral and Guarantee Matters. Each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedge Bank) irrevocably authorizes the Collateral Agent, Administrative Agent at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”obligations ), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (includingother than sales among Credit Parties), without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and (bc) to release any Guarantor from its obligations under each of the Security Agreement Documents and the Facility Guaranty release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentsby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Guarantees pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.209.10. The Collateral 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, 138 the existence, priority or perfection of the Collateral 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. Each of the Lenders (including in its capacity as an Other Creditor) irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the all Commitments and payment in full of have terminated all Credit Document Obligations (other than contingent, unasserted contingent indemnification obligationsobligations for which a claim has not been asserted) (the occurrence of the events described have been paid in this clause (i), the “Discharge of Obligations”)full, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Credit Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition to a Person that is made in accordance with the requirements of Section 9.21not a Credit Party, (iii) that constitutes “Excluded Collateral” (as such term is defined in connection with a release permitted by and in accordance with Section 9.21 the Security Agreement), or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 11.11; (b) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Credit Documents; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 8.01(vii). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Guarantee pursuant to this Section 9.2010.11. In each case as specified in this Section 9.2010.11, the Administrative Agent will, at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsDocuments or, in the cause of clause (b) to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility GuarantyGuarantee, in each case in accordance with the terms of the Loan Documents and Credit this Section 9.2010.11; provided that the Company shall have delivered to the Administrative Agent a certificate signed by an Authorized Officer of the Company stating that the transaction and the release of the respective Collateral is permitted under the Credit Documents, upon which the Administrative Agent may rely conclusively. The Collateral 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 Collateral Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Creditor for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. Each of the The Lenders irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon the termination of the Commitments and the payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”contingent Obligations not then due and payable), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andDocument, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 11.1; (b) to release any Guarantor from its obligations under each guarantee of the Security Agreement and the Facility Guaranty Obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (c) to subordinate any Lien granted to or held by the Administrative Agent under any Loan Document to the Loan Documentsholder of any Lien on such property that is permitted under Section 7.2. NYI-4016648v10 Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Collateral 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 guarantee of the Facility Guaranty Obligations pursuant to this Section 9.2010.10. In each case as specified in this Section 9.2010.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party Obligor such documents as such Loan Party Obligor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor from its obligations under guarantee of the Facility GuarantyObligations, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.10.

Collateral and Guarantee Matters. Each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedge Bank) irrevocably authorizes the Collateral Agent, Administrative Agent at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”obligations ), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (includingother than sales among Credit Parties), without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and (bc) to release any Guarantor from its obligations under each of the Security Agreement Documents and the Facility Guaranty release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentsby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Guarantees pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.209.10. The Collateral 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 Collateral 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. Each The Lenders and the L/C Issuer irrevocably authorize each of the Lenders irrevocably authorizes the Administrative Agent and Collateral Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent, unasserted contingent indemnification obligations) (and the occurrence expiration or termination of the events described in this clause (i), the “Discharge all Letters of Obligations”)Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andDocument, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Lenders; and; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(l); and (c) to release any Subsidiary Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted under 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 Loan DocumentsBorrower 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 Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s ’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 Facility Guaranty Guarantee pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.10.

Collateral and Guarantee Matters. Each of the Term Lenders irrevocably authorizes authorize the Collateral Agent, Administrative Agent to and upon the commercially reasonable request of the Borrower Representative (and at its option sole cost and in its discretion:expense) with reasonable advance notice, the Administrative Agent hereby agrees, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full in cash of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”obligations that shall not have been asserted), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, including the Administrative Agent’s Lien on any of Holdings or IISI or their respective assets in connection with a receivables facility described in clause (k) Wind-Down Event or a dissolution of the definition legal existence of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) Holdings in connection with a release permitted by and in accordance with Section 9.21 such Wind-Down Event but excluding sales among Credit Parties or assets sold pursuant to the Specified Disposition), or (iviii) subject to Section 9.089.01, if approved, authorized or ratified in writing by the Required Lenders; and; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and (c) to release any Guarantor Guarantor, Holdings or IISI from its obligations under each of the Security Agreement Documents and the Facility Guaranty release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentsby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Guaranties pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.208.12. The Collateral 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 Collateral Administrative Agent’s Lien thereon, or any certificate prepared by any Loan 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. Each of (a) The Secured Parties irrevocably authorize the Lenders irrevocably authorizes the Collateral Administrative Agent, at its option and in its discretion:, (ai) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (iA) upon termination of at the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”)Termination Date, (iiB) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder (includingunder the Loan Documents to a Person that is not and is not required to become a Loan Party; provided, without limitationhowever, in connection with a receivables facility described in clause (k) any sale or Disposition of all or substantially all of the definition Collateral or all or substantially all of Permitted Indebtedness) or the value of the Guarantees under any other Loan Document andthe Guarantee Agreement shall be subject to Section 10.2(b), in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (ivC) subject to Section 9.0810.2, if approved, authorized or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.2(d); and (biii) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty 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 Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Loan Documents pursuant to this Section 9.20. In each case as specified in this Section 9.20, the 9.10. (b) The Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral 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. Each of the The Lenders irrevocably authorizes the Collateral authorize Agent, at its option and in its discretiondiscretion and without further consent of the Lenders: (a) to release any Lien on any property Property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”obligations and Rate Contracts), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition expressly permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andDocument, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 9.1; andit being understood, that a release described in clause (ii) shall be automatic upon such Disposition; (b) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty guarantee if such Person ceases to be a Subsidiary as a result of a transaction expressly permitted hereunder or under any other Loan Document; it being understood, that a release described in this clause (b) shall be automatic; and (c) to subordinate any Lien on any Property granted to or held by Agent under any Loan Document to the Loan Documentsholder of any Lien on such property that is permitted by Section 5.1(h). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor from its obligations under the Facility Guaranty guarantee pursuant to this Section 9.208.10. In each case as specified in this Section 9.208.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Liens granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility Guarantyguarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral8.10.

Collateral and Guarantee Matters. Each of the The Lenders irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder (includingunder the Loan Documents, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 9.01; (b) to release any Guarantor Borrower from its obligations guarantee under each of the Security Guarantee and Collateral Agreement and the Facility Guaranty if such Person ceases to be a Wholly Owned Subsidiary as a result of a transaction expressly permitted hereunder; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the Loan Documentsholder of any Lien on such property that is permitted by Section 6.03(g). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Borrower from its obligations guarantee under the Facility Guaranty Guarantee and Collateral Agreement pursuant to this Section 9.208.09. In each case as specified in this Section 9.208.09, the Administrative Agent will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Liens granted under the Security DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor Borrower from its obligations guarantee under the Facility GuarantyGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.208.09. The Collateral 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 Collateral Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party Borrower 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. Each of the The Lenders irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligationsobligations not yet accrued and payable) (and the occurrence expiration or termination of the events described in this clause (i), the “Discharge all Letters of Obligations”)Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andDocument, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.1, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under each of the Security Guarantee and Collateral Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentshereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Facility Guaranty Guarantee and Collateral Agreement pursuant to this Section 9.209.11. In each case as specified in this Section 9.209.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Facility GuarantyGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.11.

Collateral and Guarantee Matters. Each of the The Lenders irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of to a Person that is not the Borrower or to be sold or otherwise disposed of any Guarantor as part of or in connection with any sale or other disposition Disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of and under the definition of Permitted Indebtedness) or under any other Loan Document andor any Casualty Event, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and as approved in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders10.1; and (b) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty Guarantee, pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.2011.9. The Collateral 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 Collateral Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower or any Loan Party 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. Each of (a) The Secured Parties irrevocably authorize and direct the Lenders irrevocably authorizes Administrative Agent (i) to execute and deliver the Collateral Agent, at Agreement and to exercise and enforce its option rights and in remedies and perform its discretion: obligations thereunder and (aii) to release any Lien on any property granted to or held by the Collateral under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under each of the Security Guarantee Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders Bondholder Designee will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Facility Guaranty Guarantee Agreement pursuant to this Section 9.208.09(a). In each case as specified in this Section 9.20No Secured Party 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 Administrative Agent will, at (or any sub-agent thereof) on behalf of the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case Secured Parties in accordance with the terms of the Loan Documents and this Section 9.20. thereof (b) The Collateral 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 Collateral 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 Holders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. (a) Each Lender hereby further authorizes each Agent, as applicable, on behalf of and for the benefit of the Lenders irrevocably authorizes Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantee hereunder, the Collateral Documents and the other Facility Documents. Without further written consent or authorization from Lenders, the Administrative Agent or Collateral Agent, as applicable, shall (and the Lenders hereby authorize and direct the Administrative Agent and Collateral Agent to), at its option the request and in its discretion: (a) cost of the Borrower, execute any documents or instruments necessary to release any Lien on any property granted to or held by the Collateral under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Documents in the circumstances for such release set forth in clauses (i) and (ii) of Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute 7.06 and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such (ii) any Lien encumbering any item of Collateral from that either (A) is the assignment and security interest granted subject of a Disposition to a Person other than a Loan Party permitted under the Security Facility Documents, (B) is or to release such Guarantor from its becomes Excluded Assets or (C) is owned by a Person whose obligations under the Facility GuarantyDocuments are released pursuant to clause (i) of this Section 8.08(a); provided, that in each case the Administrative Agent or the Collateral Agent, as applicable, shall have received a certificate of an Authorized Officer of the Borrower containing such certifications as the Administrative Agent or the Collateral Agent, as applicable, shall reasonably request. Any such release shall be deemed subject to Section 7.03 and any similar provision of any Collateral Document. The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent (and their respective representatives) in connection with taking such actions to release security interests in Collateral and obligations under the Facility Documents as contemplated by this Section 8.08(a). Additional Secured Obligations shall be secured and guaranteed pursuant to the Collateral Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed. No person shall have any voting rights under any Facility Document solely as a result of the existence of Additional Secured Obligations owed to it. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this Agreement shall require the consent of any holder of Additional Secured Obligations (in such capacity). (b) The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent and 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 Intercreditor Agreement in order to permit the granting of Liens that are, and that have priority, expressly permitted by the terms of this Agreement. The foregoing provisions are intended as an inducement to any provider of any Indebtedness not prohibited by Section 5.18 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. (c) Anything contained in any 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 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 terms of hereof and all powers, rights and remedies under the Loan Collateral Documents and this Section 9.20. The may be exercised solely by Collateral Agent shall not be responsible for or have and (ii) in the event of a duty to ascertain or inquire into foreclosure by Collateral Agent on any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereonpursuant to a public or private sale, Collateral Agent or any certificate prepared by Secured Party may be the purchaser of any Loan Party 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 connection therewithits or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, nor shall for the Administrative Agent be responsible purpose of bidding and making settlement or liable to payment of the Lenders purchase price for any failure to monitor all or maintain any portion of the CollateralCollateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Collateral Agent at such sale.

Collateral and Guarantee Matters. Each of The Bank Secured Parties irrevocably authorize and direct the Lenders irrevocably authorizes Administrative Agent (i) to execute and deliver the Collateral Agent, at Agreement and to exercise and enforce its option rights and in remedies and perform its discretion: obligations thereunder and (aii) to release any Lien on any property granted to or held by the Collateral under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under each of the Security Guarantee Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders Bondholder Designee will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Facility Guaranty Guarantee Agreement pursuant to this Section 9.208.09(a). In each case as specified in this Section 9.20No Bank Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Bank Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent will, at (or any sub-agent thereof) on behalf of the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case Bank Secured Parties in accordance with the terms of the Loan Documents and this Section 9.20. thereof (a) The Collateral 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 Collateral 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 Holders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. Each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedge Bank) irrevocably authorizes the Collateral Agent, Administrative Agent at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”obligations ), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (includingother than sales among Credit Parties), without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and (bc) to release any Guarantor from its obligations under each of the Security Agreement Documents and the Facility Guaranty release any related Collateral if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documentsby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Guarantees pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.209.10. The Collateral 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 Collateral Administrative Agent’s Lien thereon, or any certificate prepared by any Loan 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. Each of the Lenders (including in its capacity as a potential Cash Management Bank) and the L/C Issuer irrevocably authorizes the Collateral Agent, Administrative Agent at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”obligations ), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (includingother than sales among Credit Parties), without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and (bc) to release any Guarantor from its obligations under each of the Security Agreement Documents and the Facility Guaranty release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentsby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Guarantees pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.209.10. The Collateral 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 Collateral 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. (a) [Reserved]. (b) Each of the Lenders (including in its capacities as a potential Cash Management Bank with respect to rights granted under the Orders) and the Issuing Bank irrevocably authorizes and directs the Collateral AgentAdministrative Agent to, at its option and in its discretion: (a) to the Administrative Agent shall, upon the request of the Borrower, release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”)Facility Termination Date, (ii) that is sold or otherwise disposed of or subject to be sold or otherwise disposed of as part of or in connection with Section 9.02, upon any sale sale, transfer or other disposition permitted not prohibited hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of to any Lien on any Real Estate Collateral Property, which sale or Person other disposition is made in accordance with the requirements of Section 9.21than a Loan Party, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.089.02, if approved, authorized or ratified in writing by the Required Lenders; and , (biv) to owned by a Subsidiary Guarantor upon (or substantially simultaneously with) release any of such Subsidiary Guarantor from its obligations under each its Guarantee Agreement pursuant to clause (c) below, or (v) subject to Section 9.02, as expressly provided in the Collateral Documents. (c) Each of the Security Agreement Lenders (including in its capacities as a potential Cash Management Bank) and the Facility Guaranty if such Person ceases to be a Issuing Bank irrevocably authorizes and directs the Administrative Agent to, and the Administrative Agent shall, upon the request of the Borrower, release any Subsidiary as a result of a transaction permitted Guarantor from its obligations under the Loan Documents. Guarantee Agreement (i) in the event of dissolution of such Person, (ii) [reserved], (iii) if the obligations under this Agreement are discharged in accordance with the terms of this Agreement or (iv) as otherwise expressly provided in the Guarantee Agreement. (d) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.20Guarantee Agreement. In Table of Contents each case as specified in this Section 9.209.15, the Administrative Agent will, at the Borrower’s 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 Security Collateral Documents, or to release such Subsidiary Guarantor from its obligations under the Facility GuarantyGuarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty 9.15; subject 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 receipt 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 a certificate of an authorized officer of the CollateralBorrower certifying that such transaction and release are permitted under this Agreement and the other Loan Documents.

Collateral and Guarantee Matters. Each of (a) The Secured Parties irrevocably authorize the Lenders irrevocably authorizes the Collateral Administrative Agent, at its option and in its discretion:, (ai) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (iA) upon termination of below, at the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”)Maturity Date, (iiB) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder under the Loan Documents (including, without limitation, in connection with a receivables facility described in clause (k) including all of the definition Collateral of Permitted Indebtedness) or a Guarantor which is released from its obligations under any other the Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, Documents pursuant to clause (iii) in connection with a release permitted by 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 Guarantee Obligation under the Guarantee and in accordance with Collateral Agreement shall be subject to Section 9.21 11.1, or (ivC) subject to Section 9.0811.1, if approved, authorized or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document the holder of any Lien on such property that is permitted by Section 8.3(g); and (biii) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty Loan Documents if such Person ceases to be a Subsidiary as a result of the sale of such Guarantor’s equity interests to a transaction non-Affiliate for bona fide business purposes and as 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 Guarantee Obligation under the Guarantee Agreement shall be subject to Section 11.1. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Loan Documents pursuant to this Section 9.20. In each case as specified in this Section 9.20, the 10.10. (b) The Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral 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. Each of (a) The Secured Parties irrevocably authorize the Lenders irrevocably authorizes the Collateral Administrative Agent, at its option and in its discretion:, (ai) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (iA) upon termination of at the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”)Termination Date, (iiB) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder under the Loan Documents (including, without limitation, in connection with a receivables facility described in clause (k) including all of the definition Collateral of Permitted Indebtedness) or a Guarantor which is released from its obligations under any other the Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, Documents pursuant to clause (iii) in connection with a release permitted by and in accordance with 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 Loan Guaranty shall be subject to Section 9.21 10.2(b), or (ivC) subject to Section 9.0810.2, if approved, authorized or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.2(d); and (biii) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty 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 Loan Guaranty shall be subject to Section 10.2(b). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Loan Documents pursuant to this Section 9.20. In each case as specified in this Section 9.20, the 9.10. (b) The Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral 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. (c) Notwithstanding anything to the contrary set forth in this Section 9.10: (i) any Lien on any property granted to or held by the Administrative Agent under any Loan Document will be released and terminated automatically and without further action by the Administrative Agent or any Credit Party: (A) at the Termination Date; and (B) if such property is sold or otherwise Disposed of in connection with any sale or other Disposition expressly permitted 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 (ii) below); (ii) a Guarantor shall be released from its obligations under the Loan Documents automatically and without further action by the Administrative Agent or any Credit Party if such Person ceases to be a Subsidiary as a result of a transaction expressly permitted under the Loan Documents; and (iii) the Administrative Agent shall promptly execute and/or deliver to Borrower Agent any releases, terminations, instruments or other documents reasonably requested by Borrower Agent to evidence or further effect a release or termination contemplated by clauses (c)(i) or (c)(ii).

Collateral and Guarantee Matters. Each Without limiting the provisions of subsection 10.9, each of the Lenders irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition to a Person that is made in accordance with the requirements of Section 9.21not a Loan Party, (iii) that constitutes “Excluded Property” (as such term is defined in connection with a release permitted by the Guarantee and in accordance with Section 9.21 Collateral Agreement) or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with subsection 11.1; (b) to release any Guarantor from its obligations under each of the Security Guarantee and Collateral and Guarantee Agreement and the Facility Guaranty if such Person (i) ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan DocumentsDocuments or (ii) becomes a FSHCO, a Non-Significant Subsidiary or a Broadcast License Subsidiary; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by subsection 8.3(h).[reserved]. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Guarantee and Collateral and Guarantee Agreement pursuant to this Section 9.20subsection 10.10. In each case as specified in this Section 9.20subsection 10.10, the Administrative Agent will, at the BorrowerBorrower Agent’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility GuarantyGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.20subsection 10.10. The Collateral 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 Collateral 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. Each of the The Lenders irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon the termination of the Commitments and the indefeasible payment in full in cash of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”contingent Obligations not then due and payable), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of of, or in connection with with, any sale or other disposition transaction expressly permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 11.1; and (b) to release any Guarantor from its obligations under each guarantee of the Security Agreement and the Facility Guaranty Obligations if such Person ceases to be a Subsidiary of the Borrower as a result of a transaction expressly permitted under the Loan Documentshereunder. Upon request by the Administrative Collateral Agent at any time, the Required Majority Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under guarantee of the Facility Guaranty Obligations pursuant to this Section 9.2010.11. In each case as specified in this Section 9.2010.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party Obligor such documents as such Loan Party Obligor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the applicable Security DocumentsDocument, or to release such Guarantor from its obligations under guarantee of the Facility GuarantyObligations, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.11.

Collateral and Guarantee Matters. Each The Lenders irrevocably authorize each of the Lenders irrevocably authorizes the Collateral Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent, contingent indemnity obligations with respect to unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”claims), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andDocument, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made (iii) in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 the Intercreditor Agreement or (iv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(n); and (bc) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty Guarantee if such Person ceases to be a Subsidiary of a Loan Party as a result of a transaction permitted under hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Indebtedness of the Loan DocumentsBorrower unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to such other Indebtedness. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Guarantee pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.10.

Collateral and Guarantee Matters. Each of the Lenders irrevocably authorizes the Collateral Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Collateral under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection 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. Each of The Lenders and the Lenders L/C Issuer irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligations) (and the occurrence expiration or termination of the events described in this clause (i), the “Discharge all Letters of Obligations”)Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andDocument, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Lenders; and; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and (c) to release any Guarantor Guarantor, including Roadrunner Pipeline, L.L.C. and Lovington — Artesia, L.L.C., from its obligations under each of the Security Guarantee and Collateral Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentshereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty and Collateral Agreement pursuant to this Section 9.209.10. In each case as specified in this Section 9.209.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility GuarantyGuaranty and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.10.

Collateral and Guarantee Matters. Each of the The Lenders irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of a Person that is not a Loan Party as part of or in connection with any sale or other disposition Disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of and under the definition of Permitted Indebtedness) or under any other Loan Document andor any Casualty Event, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and as approved in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders10.1; and (b) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty Guarantee, pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.2011.9. The Collateral 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 Collateral 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. Each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedge Bank) irrevocably authorizes the Collateral Agent, Administrative Agent at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (includingother than sales among Credit Parties), without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.03(a); and (bc) to release any Guarantor from its obligations under each of the Security Agreement Documents and the Facility Guaranty release any related Collateral if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documentsby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Guarantees pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.209.10. The Collateral 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 Collateral Administrative Agent’s Lien thereon, or any certificate prepared by any Loan 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. Each Banks and the Letter of the Lenders Credit Issuer irrevocably authorizes the Collateral authorize Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document Paper (i) upon termination of the Commitments Total Commitment and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the occurrence Letter of the events described in this clause (i), the “Discharge of Obligations”Credit Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andPaper, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0814.2, if approved, authorized or ratified in writing by the Required Lenders; andBanks; (b) to subordinate or release any Guarantor Lien on any property granted to or held by Administrative Agent under any Loan Paper to the holder of any Lien on such property that is permitted by clause (k) of the definition of the term “Permitted Encumbrances”; and (c) to release GeoMet Operating, GeoMet Gathering or any existing or future Domestic Subsidiary from its respective obligations under each of the Security Agreement and the any Facility Guaranty Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentshereunder. Upon request by the Administrative Agent at any time, the Required Lenders Banks will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release GeoMet Operating, GeoMet Gathering or any Guarantor existing or future Domestic Subsidiary from its respective obligations under the any Facility Guaranty Guarantee pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral12.10.

Collateral and Guarantee Matters. Each Without limiting the provisions of Section 9.09, each of the Lenders irrevocably authorizes the Collateral Agent, at its option and (including in its discretion:capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent to, and the Administrative Agent will, upon the request of the Borrower, (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 and payment in full of all 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 (other than contingent(x) Nexstar Letters of Credit, unasserted indemnification obligations(y) obligations under Secured Hedge Agreements not yet due and payable, and (the occurrence z) Cash Management Obligations not yet due and payable, in each case of the events described in this clause (ix), (y) and (z) as to which other arrangements satisfactory to the “Discharge of Obligations”Administrative Agent, and the relevant Nexstar L/C Issuer, the relevant Hedge Bank or the relevant Cash Management Bank, as applicable, shall have been made), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21Document, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Majority Lenders; and, 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 this Section; (b) to release any Guarantor from its obligations under each any of the Security Agreement and the Facility Guaranty Guaranties if such Person ceases to be a Subsidiary as a result of a 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 Loan Documentsapplicable 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 Required Majority Lenders will confirm in writing the Collateral 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 Facility applicable Guaranty pursuant to this Section 9.209.10. In each case as specified in this Section 9.209.10, the Administrative Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s 's expense, execute and deliver to the applicable Loan Party or any Restricted Subsidiary such documents as such Loan Party the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility applicable Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.10.

Collateral and Guarantee Matters. Each of the The Lenders irrevocably authorizes authorize and direct the Collateral Administrative Agent, at its option and in its discretion: (a) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”)Termination Date, (ii) that is sold or otherwise disposed of to a Person that is not the Borrower or to be sold or otherwise disposed of any Guarantor as part of or in connection with any sale or other disposition Disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of and under the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of Documents or any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21Casualty Event, (iii) in connection with owned by a Guarantor upon release permitted by and of such Guarantor from its obligations under its Guarantee pursuant to Section 11.9(b) or (iv) as approved in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; and10.1; (b) to release any Guarantor from its obligations under each of the Security Agreement and Guarantee (i) upon the Facility Guaranty Termination Date or (ii) if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; and (c) in connection with the entry (or proposed entry) of a Loan Party into any Permitted IP License, negotiate in good faith and enter into a non-disturbance agreement or similar agreement in respect of such Permitted IP License to the extent requested by the counterparty to such Permitted IP License, in form and substance reasonably satisfactory to Administrative Agent, Borrower and each other party to such Permitted IP License. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty Guarantee, pursuant to this Section 9.2011.9. In each case as specified in this Section 9.20Upon request by the Borrower at any time, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the will release its interest in particular types or items of such item of Collateral from the assignment and security interest granted under the Security Documentsproperty, or to release such any Guarantor from its obligations under the Facility GuarantyGuarantee, pursuant to this Section 11.9. 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 each case in accordance 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 terms 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 this Section 9.20enforce its rights under the Loan Documents with respect to any such pledge and security interest. The Collateral 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 Collateral Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower or any Loan Party 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. Each of the Lenders irrevocably authorizes the Collateral Agent, at its option and in its discretion: (a) Each Lender hereby authorizes and directs (i) JPMorgan Chase Bank, N.A. to act as Security Trustee under each Collateral Document, (ii) the Security Trustee, from time to time, to take any actions with respect to the Collateral or Collateral Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Collateral Documents and to enter into additional Collateral Documents or amendments to Collateral Documents, as necessary or advisable in connection with transfers or changes to the flag or vessel and/or ship registry of any Vessel permitted by this Agreement or any Collateral Document, (iii) the Administrative Agent to, or to instruct the Security Trustee to (A) release any and all Collateral from the Liens created by the Collateral Documents, subordinate any Lien on any property granted to or held by and all such Collateral and/or release any and all Guarantors from their respective obligations herein and under the Collateral under Documents at any Loan Document (i) upon termination of the Commitments time and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or from time to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made time in accordance with the requirements provisions of Section 9.21the Collateral Documents and (B) execute and deliver, (iii) in connection with a and take any action to evidence any such release permitted by or subordination and in accordance with Section 9.21 or (iv) subject the Administrative Agent to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Guarantor from its obligations under each of appoint the Security Agreement Trustee as its mortgagee trustee to receive, hold, administer and enforce the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under Ship Mortgages covering the Loan DocumentsVessels. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority and/or the Security Trustee’s authority, as applicable, to release its interest in particular types or items of propertyany Collateral from the Liens created by the Collateral Documents, or to subordinate any such Liens and/or to release any Guarantor from its obligations herein or under the Facility Guaranty Collateral Documents, in each case, pursuant to this Section 9.20. 8.09. (b) In its capacity, each case as specified in this Section 9.20, of the Security Trustee and the Administrative Agent will, at is a “representative” of the Borrower’s expense, execute and deliver to Secured Parties within the applicable Loan Party such documents meaning of the term “secured party” as such Loan Party may reasonably request to evidence defined in the release of such item of Collateral from the assignment and security interest granted under UCC. Each Lender authorizes the Security DocumentsTrustee and the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, or to release it being understood and agreed that such Guarantor from its obligations under rights and remedies may be exercised solely by the Facility GuarantySecurity Trustee and the Administrative Agent, in each case in accordance with as applicable, for the benefit of the Secured Parties upon the terms of the Loan Documents and this Section 9.20Collateral Documents. The In the event that any Collateral Agent shall not be responsible is hereafter pledged by any Person as collateral security for or have a duty to ascertain or inquire into any representation or warranty regarding the existenceSecured Obligations, value or collectability each 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 Security Trustee and the Administrative Agent be responsible or liable is hereby authorized, and hereby granted a power of attorney, to the Lenders for any failure to monitor or maintain any portion execute and deliver on behalf of the CollateralSecured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Security Trustee and/or the Administrative Agent, as applicable, on behalf of the Secured Parties.

Collateral and Guarantee Matters. Each of (a) The Bank Secured Parties irrevocably authorize and direct the Lenders irrevocably authorizes Administrative Agent (i) to execute and deliver the Collateral Agent, at Agreement and to exercise and enforce its option rights and in remedies and perform its discretion: obligations thereunder and (aii) to release any Lien on any property granted to or held by the Collateral under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under each of the Security Guarantee Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty Guarantee Agreement pursuant to this Section 9.208.10(a). In each case as specified in this Section 9.20No Bank Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Bank Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent will, at (or any sub-agent thereof) on behalf of the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case Bank Secured Parties in accordance with the terms of the Loan Documents and this Section 9.20. thereof (b) The Collateral 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 Collateral 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 Holders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. Each Without limiting the provision of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent, unasserted (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the occurrence of Administrative Agent and the events described in this clause (i), the “Discharge of Obligations”L/C Issuers shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition to a Person that is made in accordance with the requirements of Section 9.21not a Loan Party, (iii) in connection with a release permitted by and in accordance with Section 9.21 or that constitutes Excluded Property, (iv) subject to Section 9.08, if approved, authorized or ratified in writing in accordance with Section 10.01; or (v) to effect any other transaction permitted by the Required Lenders; andthis Agreement; (b) to release any Guarantor from its obligations under each of the Security Agreement and the Facility Guaranty Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. ; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Collateral Documents pursuant to this Section 9.209.10. In each case as specified in this Section 9.209.10, the Administrative Agent will, at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility GuarantyCollateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.209.10. The Collateral 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 Collateral 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. Each of the Lenders (including in its capacities as a potential provider of Cash Management Services and a potential counterparty to a Specified Hedge Agreement) irrevocably authorizes the Administrative Agent and the Collateral Agent, at its option and in its discretion: (a) to take such action and execute such documents as may be reasonably requested by Parent or the ABL Administrative Borrower pursuant to Section 9.14 to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all the Obligations (other than contingent, unasserted Obligations in respect of (x) any Specified Hedge Agreements or Cash Management Obligations and (y) contingent reimbursement and indemnification obligations) (the occurrence and termination of the events described in this clause (i), the “Discharge of Obligations”)all Commitments, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21Document, (iii) in connection with a release permitted by and in accordance with Section 9.21 that is or becomes an Excluded Asset or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required LendersLenders in accordance with Section 9.2; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.3(g), or as set forth in the applicable Intercreditor Agreement; and (bc) to take such action and execute such documents as may be reasonably requested by Parent or the ABL Administrative Borrower pursuant to Section 9.14 to release any Guarantor from its Guarantee Obligations and other obligations under each of the Security Agreement Loan Documents, and to release any Liens granted by it under the Facility Guaranty Loan Documents, if such Person ceases to be a Subsidiary or is or becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and 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 Facility Guaranty Guarantee Obligations or Liens pursuant to this Section 9.208.12. In each case as specified in this Section 9.208.12, the Administrative Agent and the Collateral Agent will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility GuarantyGuarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement and to release the Liens granted by such Guarantor under the Loan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.208.12. The Neither the Administrative Agent nor 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 for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. Each (a) Without limiting the provisions of the Lenders this Article VIII, each Lender and each Issuing Bank irrevocably authorizes the Collateral Administrative Agent, at its option and in its discretion: (a) , to release any Lien on any property granted to or held by the Collateral under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent, unasserted indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under the ​ Guaranty or any Assignor from its obligations under the Collateral Assignment Agreement, in each case if required or permitted pursuant to Section 9.22 hereof. In addition, each Lender and each Issuing Bank irrevocably authorizes the Administrative Agent, at its option and in its discretion to release and terminate the security interests in Collateral as set forth in Section 10 of the Security Agreement and the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan DocumentsCollateral Assignment Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.20. In each case as specified in this Section 9.20Guaranty, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor any Assignor from its obligations under the Facility GuarantyCollateral Assignment Agreement or any security interest in Collateral pursuant to this Section 8.08. (b) Each Lender hereby irrevocably authorizes the Administrative Agent, in each case in accordance without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain as perfected the terms Liens upon the Collateral granted pursuant to any of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralDocuments.

Collateral and Guarantee Matters. Each of the Lenders (including in its capacity as a potential Cash Management Bank) irrevocably authorizes the Collateral Agent, Administrative Agent at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent, unasserted contingent indemnification obligations) (the occurrence of the events described in this clause (i), the “Discharge of Obligations”obligations ), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (includingother than sales among Credit Parties), without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document and, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0810.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(a); and (bc) to release any Guarantor from its obligations under each of the Security Agreement Documents and the Facility Guaranty release any related Collateral if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentsby Section 7.05. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral 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 Facility Guaranty Guarantees pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.209.10. The Collateral 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 Collateral 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. Each Banks and the Letter of the Lenders Credit Issuer irrevocably authorizes the Collateral authorize Administrative Agent, at its option and in its discretion:, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document Paper (i) upon termination of the Commitments Total Commitment and payment in full of all Obligations (other than contingent, unasserted contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the occurrence Letter of the events described in this clause (i), the “Discharge of Obligations”Credit Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder (including, without limitation, in connection with a receivables facility described in clause (k) of the definition of Permitted Indebtedness) or under any other Loan Document andPaper, in the case of any Lien on any Real Estate Collateral Property, which sale or other disposition is made in accordance with the requirements of Section 9.21, (iii) in connection with a release permitted by and in accordance with Section 9.21 or (iv) subject to Section 9.0814.2, if approved, authorized or ratified in writing by the Required Lenders; andBanks; (b) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Paper to the holder of any Lien on such property that is permitted by clause (k) of the definition of the term “Permitted Encumbrances”; and (c) to release GeoMet Operating, GeoMet Gathering or any Guarantor existing or future Domestic Subsidiary from its respective obligations under each of the Security Agreement and the any Facility Guaranty Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documentshereunder. Upon request by the Administrative Agent at any time, the Required Lenders Banks will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release GeoMet Operating, GeoMet Gathering or any Guarantor existing or future Domestic Subsidiary from its respective obligations under the any Facility Guaranty Guarantee pursuant to this Section 9.20. In each case as specified in this Section 9.20, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.20. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral12.10.