Common use of Lien Releases; Care of Collateral Clause in Contracts

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted to Agent by the Obligors on any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, (b) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and Agent may rely conclusively on a certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), (c) to the extent such Collateral is comprised of property leased to an Obligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby authorize Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected, insured or encumbered, nor to assure that Agent's Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. The Lenders hereby irrevocably agree that the Liens granted to the Agent by the Obligors on any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, (b) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on a certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), (c) to the extent such Collateral is comprised of property leased to an a Obligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 14.1.1), (e) to the extent the Property property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), ) and (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Agent pursuant to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. The Lenders hereby authorize Agent the Agents to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligora Borrower, or is cared for, protected, insured or encumbered, nor to assure that Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted Secured Parties authorize Collateral Agent to Agent by the Obligors on release any Lien with respect to any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, Payment of the Secured Obligations; (b) upon that is the sale subject of a sale, lease, license, consignment, transfer or other 322 1160299.01-CHISR1160299.03H-CHISR02A - MSW disposition which Administrative Borrower certifies in writing to Administrative Agent and Collateral Agent is permitted by Section 6.06 (provided that no Lien shall be released in any Series of Cash Neutral Transactions or in, except as provided in the second to last sentence of this Section 10.02(a), in any Asset Sale to another Loan Party) (and the Agents may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; (d) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09; (e) that is the subject of a Lien which Administrative Borrower certifies in writing to Administrative Agent and Collateral Agent is permitted by Section 6.02(n)(x) or (including as part of or in connection with any other sale or other disposition permitted hereundery) to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and Agent may rely conclusively on a any such certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), ; (cf) with the written consent of the Required Lenders or such other number of Lenders whose consent is required under Section 11.02; or (g) to the extent such Lien attaches to property that would otherwise constitute Excluded Property (including property of an Excluded Collateral is comprised Subsidiary in connection with the designation of property leased to a Loan Party as an ObligorExcluded Collateral Subsidiary); provided that, upon termination or expiration of such leasenotwithstanding the foregoing, (d1) if Aleris Belgium shall not be released from any obligations hereunder or under any Loan Documents unless it has complied with the release of such Lien is approved, authorized or ratified requirements set forth in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1)2.24, (e2) to the extent the Property constituting such each Agent’s Lien on any Revolving Credit Priority Collateral is owned transferred by any SubsidiaryBorrower to AV Metals, upon the release Holdings or any of such Subsidiary from its obligations under this Agreement upon their respective Subsidiaries that is not a disposition of such Subsidiary permitted under Borrower shall not be released pursuant to the terms of this Agreement Agreement, any other Loan Document, or otherwise unless the Administrative Agent has received an updated Borrowing Base Certificate reflecting the removal of such Revolving Credit Priority Collateral from the Borrowing Bases, and upon such removal the Funding Conditions shall be satisfied, and (it being understood that any 3) if, in connection with such disposed of Subsidiary shall release pursuant to a transaction permitted by this Agreement, a Borrower would either be released from all of its obligations under Obligations or the Loan Documents in connection therewith)Liens on all Collateral of such Borrower would be released, (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant then such release shall be subject to the Security Documents, and (g) in connection with any election by an Obligor to have any items satisfaction of the Borrower Release Conditions. Secured Parties authorize Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby authorize Agent to execute and deliver subordinate or release its Liens to any instruments, documents, and agreements necessary a Lien permitted hereunder that secures a Purchase Money Obligation or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderCapital Lease Obligation permitted hereunder. No Agent shall have no any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligora Loan Party, or is cared for, protected, insured protected or encumberedinsured, nor to assure that Collateral Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. As of the Amendment No. 1 Effective Date, notwithstanding anything to the contrary in the Intercreditor Agreement, and as permitted by Section 2.4(b)(i) of the Intercreditor Agreement, each Secured Party hereby unconditionally (i) (x) terminates each Mortgage in respect of Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, and (y) releases (1) the equipment and inventory owned by the Brazilian Guarantor that is located in Ouro Preto Brazil, and (2) the Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, in the case of clauses (1) and (2), from securing the Secured Obligations, and agrees that such Real Property and such Brazilian inventory and equipment shall not constitute “Collateral” or “Mortgaged Property” for any purposes hereunder or under any other Loan Document, and (ii) authorizes and directs (x) the Administrative Agent or the Collateral Agent, as applicable, at the Borrowers’ sole cost and expense, promptly upon receipt thereof, to execute and deliver to the Designated Company documents and agreements that release and discharge the Mortgages and Liens encumbering 323 1160299.01-CHISR1160299.03H-CHISR02A - MSW the Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, and to otherwise evidence the release and discharge of the equipment and inventory owned by the Brazilian Guarantor that is located in Ouro Preto Brazil, and (y) any Borrower or any of its Subsidiaries to record or cause any title company, attorney, or other Person to record such documents and agreements effecting such releases and discharges in the United States, Quebec and Brazilian land title records (or local equivalent) and, in the case of such Brazilian inventory and equipment, any applicable filing offices in Brazil, in each case as determined by such Borrower or such Subsidiary. Each Secured Party acknowledges as of the Amendment No. 1 Effective Date, that mortgages over Real Property located in the United States in favor of the Term Loan Administrative Agent or the Term Loan Collateral Agent, as the case may be, shall remain in full force and effect, irrespective of the releases described in the immediately preceding sentence, and that no mortgages over Real Property located in the United States shall be entered into to secure the Secured Obligations from and after the Amendment No. 1 Effective Date. Notwithstanding anything to the contrary above, if Intellectual Property or Real Property (and related fixtures) that constitutes Collateral is transferred pursuant to a transaction permitted by the Loan Documents from a Loan Party to another Loan Party (other than AV Minerals or Holdings) and the applicable Intellectual Property or Real Property filing office requires the release of the existing Lien in favor of the Collateral Agent prior to reflecting the transfer in the register, then the Collateral Agent shall be permitted, without the consent of any Lender or any other Person, to release its Lien in respect of such Intellectual Property or Real Property (and related fixtures) in order to effect such transfer so long as (i) the Transfer Conditions are satisfied at the time of such transfer and the Designated Company shall have certified the same to the Administrative Agent and the Collateral Agent, (ii) substantially concurrently with the effectiveness of such transfer, such Intellectual Property and/or Real Property is pledged to the Collateral Agent to secure the Obligations on terms substantially the same as the pledge that is released by the Collateral Agent, (iii) the priority of the new Lien in favor of the Collateral Agent, whether pursuant to the Intercreditor Agreement or otherwise, is the same as that of the original Lien, and (iv) the Liens on such Intellectual Property or Real Property (and related fixtures) in favor of holders of Indebtedness under the Term Loan Documents or any Term Loan Credit Agreement Refinancing Indebtedness, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released substantially concurrently with the release granted by the Collateral Agent. Notwithstanding the foregoing, where Intellectual Property and Real Property (and related fixtures) can be transferred pursuant to an assignment and assumption or similar agreement in a manner that would avoid the need to release the Liens in favor of the Collateral Agent as described in the preceding sentence, then the Loan Parties shall effect such transfer pursuant to an assignment and assumption or similar agreement.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that An Obligor or Subsidiary shall automatically be released from its obligations under the Liens granted to Agent Loan Documents, and all security interests created by the Obligors on any Security Documents in Collateral owned by such Obligor or Subsidiary, as applicable, shall automatically be automatically released (a) in the case of all Obligors, in full, upon Full Payment, Payment of the Obligations; and (b) upon the consummation of any transaction permitted by this Agreement as a result of which such Person ceases to be a Guarantor (including as a result of becoming an Excluded Subsidiary); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition transfer by any Obligor of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of an Obligor or Subsidiary from its Guarantee, the security interests in such Collateral (including as part of created by the Security Documents or in such guarantee shall be automatically released. In connection with any other sale termination or other disposition permitted hereunder) release pursuant to this Section, the Agent shall execute and deliver to any Person other than another Obligor, at such Obligor’s expense, as applicable, all documents that such Obligor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Agent. The Secured Parties irrevocably authorize the Agent to release or subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted hereunder to the extent required by the terms of the obligations secured by such sale Liens pursuant to documents reasonably acceptable to the Agent. Each of the Lenders and the Issuing Bank irrevocably authorizes the Agent to provide any release or other disposition is made evidence of release, termination or subordination contemplated by this Section. Upon request by the Agent at any time, the Required Lenders will confirm in compliance writing the Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Obligor from its obligations under any Loan Document, in each case in accordance with the terms of this Agreement (and Agent may rely conclusively on a certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), (c) to the extent such Collateral is comprised of property leased to an Obligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, Document and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby authorize Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected, insured or encumbered, nor to assure that Agent's Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any CollateralSection.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted Secured Parties authorize Collateral Agent to Agent by the Obligors on release any Lien with respect to any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, Payment of the Secured Obligations; (b) upon that is the sale subject of a sale, lease, license, consignment, transfer or other disposition which Administrative Borrower certifies in writing to Administrative Agent and Collateral Agent is permitted by Section 6.06 (provided that no Lien shall be released in any Series of such Collateral (including as part of Cash Neutral Transactions or in connection with any other sale or other disposition permitted hereunderAsset Sale to another Loan Party) to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and Agent may rely conclusively on a any such certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), ; (c) that does not constitute a material part of the Collateral; (d) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09; (e) that is the subject of a Lien which Administrative Borrower certifies in writing to Administrative Agent and Collateral Agent is permitted by Section 6.02(n)(x) or (y) (and Agent may rely conclusively on any such certificate without further inquiry); (f) which is subject to a transfer to a U.S. Borrower pursuant to Section 6.09(n), to the extent (and only to the extent) release thereof is permitted (in part or whole) pursuant to the Term Loan Documents (and any Permitted Term Loan Facility Refinancings of any of such Indebtedness); (g) with the written consent of the Required Lenders or such other number of Lenders whose consent is required under Section 11.02 or (hg) to the extent such Lien attaches to property that would otherwise constitute Excluded Property. Secured Parties authorize Collateral is comprised of property leased to an Obligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby authorize Agent to execute and deliver subordinate or release its Liens to any instruments, documents, and agreements necessary a Lien permitted hereunder that secures a Purchase Money Obligation or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderCapital Lease Obligation permitted hereunder. No Agent shall have no any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligora Loan Party, or is cared for, protected, insured protected or encumberedinsured, nor to assure that Collateral Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. As of the Amendment No. 1 Effective Date, notwithstanding anything to the contrary in the Intercreditor Agreement, and as permitted by Section 2.4(b)(i) of the Intercreditor Agreement, each Secured Party hereby unconditionally (i) (x) terminates each Mortgage in respect of Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, and (y) releases (1) the equipment and inventory owned by the Brazilian Guarantor that is located in Ouro Preto Brazil, and (2) the Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, in the case of clauses (1) and (2), from securing the Secured Obligations, and agrees that such Real Property and such Brazilian inventory and equipment shall not constitute “Collateral” or “Mortgaged Property” for any purposes hereunder or under any other Loan Document, and (ii) authorizes and directs (x) the Administrative Agent or the Collateral Agent, as applicable, at the Borrowers’ sole cost and expense, promptly upon receipt thereof, to execute and deliver to the Parent BorrowerDesignated Company documents and agreements that release and discharge the Mortgages and Liens encumbering the Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, and to otherwise evidence the release and discharge of the equipment and inventory owned by the Brazilian Guarantor that is located in Ouro Preto Brazil, and (y) any Borrower or any of its Subsidiaries to record or cause any title company, attorney, or other Person to record such documents and agreements effecting such releases and discharges in the United States, Quebec and Brazilian land title records (or local equivalent) and, in the case of such Brazilian inventory and equipment, any applicable filing offices in Brazil, in each case as determined by such Borrower or such Subsidiary. Each Secured Party acknowledges as of the Amendment No. 1 Effective Date, that mortgages over Real Property located in the United States in favor of the Term Loan Administrative Agent or the Term Loan Collateral Agent, as the case may be, shall remain in full force and effect, irrespective of the releases described in the immediately preceding sentence, and that no mortgages over Real Property located in the United States shall be entered into to secure the Secured Obligations from and after the Amendment No. 1 Effective Date.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that Secured Parties authorize the Liens granted Administrative Agent to, and the Administrative Agent shall, (1) release any Lien with respect to Agent by the Obligors on any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, Payment of the Obligations; (b) upon that is the sale or other disposition subject of a Permitted Asset Disposition to a Person that is not an Obligor (and the Administrative Agent may request that the Obligors certify that such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement (a Permitted Asset Disposition and Agent may rely conclusively on a any such certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), ; it being agreed that such release shall not extend to the Net Cash Proceeds thereof; (c) subject to Section 14.1, with the extent such Collateral is comprised prior written consent of property leased to an Obligor, upon termination or expiration of such lease, the Required Lenders; and (d) if the Collateral subject to such Lien is owned by an Obligor, upon release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary Obligor from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, following clause (2) and (g2) in connection with upon request of an Obligor, release any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each such item of Collateral is not included in calculating Availability from its obligations under the Revolving Credit FacilityLoan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Lenders hereby Secured Parties authorize the Administrative Agent to execute and deliver subordinate its Liens only to any instruments, documents, and agreements necessary Purchase Money Lien or desirable other Permitted Lien expressly entitled to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lendersenior priority hereunder. The Administrative Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected, insured protected or encumberedinsured, nor to assure that the Administrative Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 12.2.1. If any Collateral is disposed pursuant to a Permitted Asset Disposition to any Person other than an Obligor, such Collateral (but not the proceeds thereof, which will continue to be subject to the Liens of the Administrative Agent) shall be sold free and clear of the Liens created by the Loan Documents and the Administrative Agent shall, at the expense of the Obligors, take any and all actions reasonably requested by the Obligors to effect the foregoing (provided, that if requested by the Administrative Agent, the Obligors shall provide a certification that such disposition is permitted by this Agreement).

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted Secured Parties authorize Agent to Agent by the Obligors release any Lien on any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, Payment of the Obligations; (b) upon so long as no Overadvance exists or would be caused thereby, that is the sale subject of a disposition or other disposition of such Collateral (including as part of Lien or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Obligor to the extent such sale or other disposition is made transaction in compliance with the terms of this Agreement Section 10.2.9 that Obligors certify in writing is a Permitted Disposition or a Permitted Lien entitled to priority over Agent’s Liens or transaction that complies with Section 10.2.9 (and Agent may rely conclusively on a such certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiryinquiry and any Lien or security interest held by Agent will be automatically released), (c) to and, for the extent avoidance of doubt, such Collateral is comprised of property leased to an Obligor, upon termination or expiration disposition of such leaseitem of Collateral or transaction shall be free and clear of any Lien of Agent without requirement for consent or approval from the Lenders (or any Bank Product Provider, (dif applicable) if or the Agent will, at such Obligor’s expense, execute and deliver to such Obligor such documents as such Obligor shall reasonably request to evidence the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition item of Collateral in connection with any exercise from the assignment and security interest granted by this Agreement); (c) that does not constitute a material part of remedies of Agent pursuant the Collateral; or (d) subject to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale LeasebackSection 14.1, with the result that the value consent of each such item of Collateral is not included in calculating Availability under the Revolving Credit FacilityRequired Lenders. Lenders hereby Secured Parties authorize Agent to execute and deliver subordinate its Liens to any instruments, documents, and agreements necessary Purchase Money Lien or desirable other Lien entitled to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderpriority hereunder. Agent shall have has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected, insured protected or encumberedinsured, nor to assure that Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. To the extent required under the laws of any foreign jurisdiction, each Secured Party hereby grants to Agent any required power of attorney to take any action with respect to Collateral or to execute any Loan Document on the Secured Party’s behalf.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations in accordance with Section 4.6, (b) that is the subject of a Disposition permitted hereunder, (c) subject to a Lien permitted hereunder and entitled to priority over Agent’s Liens granted (to Agent the extent required by the Obligors on any Collateral shall be automatically released terms of the obligations secured by such Liens), (ad) constitutes Excluded Property, (e) in the case of all Obligors, in full, upon Full Payment, (b) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) subject to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and Agent may rely conclusively on a certificate to Lien that effect provided to it by any Obligor upon its reasonable request without further inquiry), (c) to the extent such Collateral is comprised of property leased to an Obligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiarya Guarantor (or Equity Interests issued by such Guarantor), automatically upon the release of such Subsidiary Guarantor from its obligations under this Agreement upon a disposition of such Subsidiary the Guaranty as permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith)hereunder, (f) as required to effect release or subordinate any sale Lien (or other disposition of Collateral in connection with easement or encumberance) on any exercise of remedies of property granted to or held by Agent pursuant under any Loan Document to the Security Documents, holder of any Lien on such property permitted hereunder (to the extent required by the terms of the obligations secured by such Liens (or other easements or encumberances) and (g) in all other cases, the release us approved, ratified or consented to by Required Lenders or, in the case of a release of substantially all of the Collateral, all Lenders (except as otherwise permitted). In connection with any election by an Obligor release pursuant to have any items the immediately preceding sentence of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leasebackthis Section 12.2.1, with the result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby authorize Agent to shall promptly (after reasonable advance notice) execute and deliver to any instrumentsLoan Party, documentsat such Loan Party’s expense, and agreements necessary or desirable all documents that such Loan Party shall reasonably request to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lendersuch release. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligora Loan Party, or is cared for, protected, insured or encumbered, nor to assure that Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted Secured Parties authorize Administrative Agent to, and Administrative Agent shall, (1) release any Lien with respect to Agent by the Obligors on any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, Payment of the Obligations; (b) upon that is the sale or other disposition subject of a Permitted Asset Disposition to a Person that is not an Obligor (and Administrative Agent may request that the Obligors certify that such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement (a Permitted Asset Disposition and Agent may rely conclusively on a any such certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), ; (c) subject to Section 14.1, with the extent such Collateral is comprised consent of property leased to an Obligor, upon termination or expiration of such lease, Required Lenders; and (d) if the Collateral subject to such Lien is owned by an Obligor, upon release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary Obligor from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, following clause (2) and (g2) in connection with upon request of an Obligor, release any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each such item of Collateral is not included in calculating Availability from its obligations under the Revolving Credit FacilityLoan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Lenders hereby Secured Parties authorize Administrative Agent to execute and deliver subordinate its Liens only to any instruments, documents, and agreements necessary Purchase Money Lien or desirable other Permitted Lien expressly entitled to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lendersenior priority hereunder. Administrative Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected, insured protected or encumberedinsured, nor to assure that Administrative Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 12.2.1. If any Collateral is disposed pursuant to a Permitted Asset Disposition to any Person other than an Obligor, such Collateral shall be sold free and clear of the Liens created by the Loan Documents and the Administrative Agent shall, at the expense of the Obligors, take any and all actions reasonably requested by the Obligors to effect the foregoing (provided, that if requested by the Administrative Agent the Obligors shall provide a certification that such disposition is permitted by this Agreement).

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted authorize Agent to Agent by the Obligors on release any Lien with respect to any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, Payment of the Obligations; (b) upon that is the sale subject of an Asset Disposition which Borrower certifies in writing to Agent is a Permitted Asset Disposition or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) a Lien which Borrower certifies is a Permitted Lien entitled to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement priority over Agent’s Liens (and Agent may rely conclusively on a any such certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), ; (c) to the extent such Collateral is comprised of property leased to an Obligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, and ; or (gd) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that written consent of the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit FacilityRequisite Lenders. Lenders hereby authorize Agent to execute and deliver any instruments, documents, documents and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. In addition to the foregoing, if any of the Collateral shall be sold, transferred or otherwise disposed of by any Obligor in a transaction permitted by the Credit Agreement, such Collateral shall be automatically released from the Liens and security interests created by the Loan Documents and the Agent, at the request and sole expense of such Obligor, shall execute and deliver to such Obligor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral (including such documents as such Obligor shall reasonably request to evidence such release). Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an any Obligor, or is cared for, protected, insured or encumbered, nor to assure that Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted Secured Parties authorize Agent to Agent by the Obligors release any Lien on any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, Payment of the Obligations; (b) upon that is the subject of a disposition or Lien that Borrower certifies in writing is an Asset Disposition permitted under Section 10.2.6 (other than any sale or other disposition conveyance of such Collateral (including as part of or any assets to Eddy County in connection with any other sale the IRB Transactions) or other disposition permitted hereunder) a Permitted Lien entitled to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement priority over Agent’s Liens (and Agent may rely conclusively on a such certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), ; (c) to the extent such Collateral is comprised of property leased to an Obligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by a Subsidiary Guarantor that ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder (including as a result of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the requirements set forth in the definition thereof), as certified in writing by Borrower (and Agent may rely conclusively on such certificate without further inquiry); or (d) subject to Section 14.1, with the consent of Required Lenders. Secured Parties authorize Agent to subordinate its Liens to any Subsidiary, upon the Lien entitled to priority hereunder. Secured Parties also authorize Agent to release of such any Subsidiary Guarantor from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of Guaranty and its other obligations under the Loan Documents to the extent that such Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder (including as a result of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in connection therewithaccordance with the requirements set forth in the definition thereof), as certified in writing by Borrower (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of and Agent pursuant to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each may rely conclusively on such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby authorize Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all certificate without the further consent or joinder of any Lenderinquiry). Agent shall have has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected, insured protected or encumberedinsured, nor to assure that Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. To the extent required under the laws of any foreign jurisdiction, each Secured Party hereby grants to Agent any required power of attorney to take any action with respect to Collateral or to execute any Loan Document on the Secured Party’s behalf. Any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions shall be subject to all Liens thereon created under the Loan Documents, and such Liens created under the Loan Documents shall continue in effect after such sale or conveyance.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted authorize Agent to Agent by the Obligors on release any Lien with respect to any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, Payment of the Obligations; (b) upon that is the sale subject of an Asset Disposition which Borrower certifies in writing to Agent (which certificate shall be reasonably satisfactory to Agent) is a Permitted Asset Disposition or other disposition of such Collateral a Lien which Borrower certifies is a Lien permitted under Section 10.2.2(b) or (including as part of or in connection with any other sale or other disposition permitted hereunderj) entitled to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement priority over Agent’s Liens (and Agent may rely conclusively on a any such certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), ; (c) to the extent such in respect of any Collateral is comprised with an aggregate book value not in excess of property leased to an Obligor, upon termination or expiration of such lease, $5,000,000 during any calendar year; (d) if with the release written consent of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), all Lenders; (e) to constituting Property in which Borrower owned no interest at the extent time the Property constituting such Collateral is owned by Lien was granted or at any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), time thereafter; (f) constituting Property leased to Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (g) consisting of auction rate securities which are pledged as required to effect any sale or other disposition of Collateral collateral in connection with any exercise of remedies of Agent pursuant financings referred to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit FacilitySection 10.2.1(l). Lenders hereby further authorize Agent to execute and deliver subordinate any instrumentsLien granted hereunder to Agent with respect to any Collateral which becomes subject to a Lien referred to in Section 10.2.2(b). Upon receipt by the Agent of any authorization required, documentsif any, pursuant to this Section from the Lenders of Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, and agreements upon at least five (5) Business Days prior written request by the Borrower, Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary or desirable to evidence and confirm the release or subordination, as the case may be, of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderAgent’s Liens upon such Collateral. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an ObligorBorrower, or is cared for, protected, insured or encumbered, nor to assure that Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted Secured Parties authorize Agent to Agent by the Obligors on any Collateral shall be automatically released (a) in the case of all Obligors, in full, release any Lien with respect to any Collateral (i) upon Full PaymentPayment of the Obligations; (ii) that is the subject of a disposition or Lien that Obligors certify in writing is a Permitted Asset Disposition or a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (iii) that does not constitute a material part of the Collateral; or (iv) subject to Section 14.1, with the consent of Required Lenders and (b) notwithstanding Section 14.1.1(d) hereof, release any Obligor from its guaranty under the Guaranty (i) upon Full Payment of the sale Obligations, or other disposition (ii) if such party was sold or is to be sold or disposed of such Collateral (including as part of or in connection with any other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of the Obligors as to the sale or other disposition permitted hereunder) to any Person other than another Obligor to the extent such sale or other disposition is being made in compliance with this Agreement); provided that, notwithstanding the terms of foregoing or anything in this Agreement (and Agent may rely conclusively on a certificate to that effect provided to it by or any Obligor upon its reasonable request without further inquiry), (c) other Loan Document to the extent contrary, a Guarantor shall not cease to be a Guarantor solely by virtue of no longer being a Subsidiary of an Obligor unless, at the time such Collateral is comprised of property leased Guarantor ceases to an Obligorbe a Subsidiary, upon termination or expiration the primary purpose (as determined by the Borrower Agent in good faith) of such lease, (d) if transaction was not to evade the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be guarantee required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby Secured Parties authorize Agent to execute and deliver subordinate its Liens to any instruments, documents, and agreements necessary Purchase Money Lien or desirable other Lien entitled to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderpriority hereunder. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected, insured protected or encumberedinsured, nor to assure that Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. In each case as specified in this Section 12.2.1, Agent will, at Borrower’s sole expense, execute and deliver to Borrower such documents as Borrower may reasonably request to evidence the release of such item of Collateral from the Liens granted under the Security Documents or to subordinate its interest in such item, or to release such Obligor from its guarantee, in each case in accordance with the terms of the Loan Documents and this Section 12.2.1. To the extent required under the laws of any foreign jurisdiction, each Secured Party hereby grants to Agent any required power of attorney to take any action with respect to Collateral or to execute any Loan Document on the Secured Party’s behalf.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted Secured Parties authorize Agent to Agent by the Obligors on release any Lien with respect to any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full PaymentPayment of the Obligations, (b) upon that is the sale subject of a Disposition which Borrower Agent or other disposition of such Collateral (including as part of any Borrower certifies in writing to Agent is an Excluded Disposition or in connection with a Lien which Borrower Agent or any other sale or other disposition permitted hereunder) Borrower certifies is a Permitted Lien entitled to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement priority over Agent's Liens (and Agent may rely conclusively on a any such certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), (c) that is the subject of any other Disposition permitted by Section 9.2.5 (other than a Disposition with respect to which Agent's Lien is required to remain in effect as provided in clause (iii) of the extent such Collateral is comprised of property leased proviso in Section 9.2.5) or otherwise consented to an Obligor, upon termination or expiration of such leaseby Required Lenders, (d) if that constitutes or consists of the Supply and Offtake Collateral, which release of such Lien is approvedshall occur on or after the applicable Permitted Supply and Offtake Transactions Commencement Date and concurrently with the consummation of the initial Permitted Supply and Offtake Transactions between the applicable Calumet Supply and Offtake Subsidiary and the Calumet Supply and Offtake Counterparty, authorized or ratified in writing by (e) subject to Section 13.1, with the consent of Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon provided that the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all or substantially all of its obligations under the Loan Documents in connection therewithCollateral shall require the written consent of all Lenders), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby Secured Parties authorize Agent to execute and deliver subordinate its Liens to any instruments, documents, and agreements necessary Purchase Money Lien or desirable any other Lien entitled to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderpriority hereunder. Agent shall have no obligation whatsoever to any Lenders Secured Party to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected, insured or encumbered, nor to assure that Agent's Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that authorize Agent to release the Liens granted to Agent by the Obligors on any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, (b) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and Agent may rely conclusively on a certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), (c) to the extent such Collateral is comprised of property leased to an Obligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing RefinancingThird Party Financing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby authorize Agent to (and Agent will, at Obligors’ expense) execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected, insured or encumbered, nor to assure that Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted authorize Agent to Agent by the Obligors on release any Lien with respect to any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, Payment of the Obligations; (b) upon that is the sale subject of an Asset Disposition which Borrowers certify in writing to Agent is a Permitted Asset Disposition or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) a Lien which Borrowers certify is a Permitted Lien entitled to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement priority over Agent’s Liens (and Agent may rely conclusively on a any such certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), ; (c) to that does not constitute a material part of the extent such Collateral is comprised of property leased to an Obligor, upon termination Collateral; or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value written consent of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby authorize Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderLenders. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligora Borrower, or is cared for, protected, insured or encumbered, nor to assure that Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Upon any sale, lease, transfer or other disposition of any item of Collateral of any Obligor in accordance with Section 10.2.6 (other than Permitted Ordinary Accounts/Inventory Disposition), Agent will, at Borrowers’ expense, execute and deliver to Borrower Agent such documents as such Borrower Agent shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents; provided that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) Borrower Agent shall have delivered to Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof, together with a form of release for execution by the Agent and a certificate of Borrower Agent to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Agent may request.

Lien Releases; Care of Collateral. Lenders hereby irrevocably agree that the Liens granted Secured Parties authorize Agent to Agent by the Obligors release any Lien on any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment, Payment of the Obligations; (b) upon that is the subject of a disposition or Lien that Borrower certifies in writing is an Asset Disposition permitted under Section 10.2.6 (other than any sale or other disposition conveyance of such Collateral (including as part of or any assets to Eddy County in connection with any other sale the IRB Transactions) or other disposition permitted hereunder) a Permitted Lien entitled to any Person other than another Obligor to the extent such sale or other disposition is made in compliance with the terms of this Agreement priority over Agent’s Liens (and Agent may rely conclusively on a such certificate to that effect provided to it by any Obligor upon its reasonable request without further inquiry), ; (c) to the extent such Collateral is comprised of property leased to an Obligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by a Subsidiary Guarantor that ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder (including as a result of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the requirements set forth in the definition thereof), as certified in writing by Borrower (and Agent may rely conclusively on such certificate without further inquiry); or (d) subject to Section 14.1, with the consent of Required Lenders. Secured Parties authorize Agent to subordinate its Liens to any Subsidiary, upon the Lien entitled to priority hereunder. Secured Parties also authorize Agent to release of such any Subsidiary Guarantor from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of Guaranty and its other obligations under the Loan Documents to the extent that such Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder (including as a result of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in connection therewithaccordance with the requirements set forth in the definition thereof), as certified in writing by Xxxxxxxx (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of and Agent pursuant to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the result that the value of each may rely conclusively on such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby authorize Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all certificate without the further consent or joinder of any Lenderinquiry). Agent shall have has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected, insured protected or encumberedinsured, nor to assure that Agent's ’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.any