Common use of Releases Clause in Contracts

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) If, at any time any Grantor or the holder of any ABL Claim delivers notice to the Term/Note Agents that any specified ABL Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Equity Interests in any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (i) by the owner of such ABL Priority Collateral in a transaction permitted under each of the Financing Documents and not prohibited under any other ABL Loan Document (if any) or any other Term/Note Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement (or any other definitive documentation governing Future ABL Indebtedness) by the owner of such ABL Priority Collateral (to the extent the applicable ABL Agents have consented to such sale, transfer or disposition) or by an ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term/Note Holders upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Claims are released and discharged. Upon delivery to each Term/Note Agent of a notice from the applicable ABL Agent stating that any release of Liens by the ABL Agents securing or supporting the ABL Claims on any ABL Priority Collateral has become effective (or shall become effective upon each Term/Note Agent’s release), each applicable Term/Note Agent will promptly execute and deliver, and authorize the filing of, such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and Copyright filings) in all relevant jurisdictions confirming such release on customary terms at the request and expense of the Company. Each Second Priority RepresentativeTerm/Note Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityapplicable Term/Note Holder, hereby irrevocably constitutes and appoints the Designated First Priority Representative each ABL Agent and any officer or agent of the Designated First Priority Representativesuch ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative Term/Note Agent or such Second Priority Secured Party Term/Note Holder or in the Designated First Priority Representativesuch ABL Agent’s own name, from time to time in the Designated First Priority Representativesuch ABL Agent’s discretiondetermination, for the purpose of carrying out the terms of this Section 5.01(a5.1(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a5.1(a), including authorizing the filing of any termination statements, endorsements or other instruments of transfer or release; provided that the applicable ABL Agent shall not exercise such power of attorney unless the Term/Note Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the applicable ABL Agent. (b) Subject to Section 5.6, if, at any time any Grantor or the holder of any Term/Note Claim delivers notice to the ABL Agents that any specified Term/Note Priority Collateral (including all or substantially all of the Equity Interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of Equity Interests in any Subsidiary, any Term/Note Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the owner of such Term/Note Priority Collateral in a transaction permitted under each of the Financing Documents and the Indenture and not prohibited under any other Term/Note Document (if any) and ABL Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Term/Note Financing Documents by the owner of such Term/Note Priority Collateral (to the extent the applicable Term/Note Agents have consented to such sale, transfer or disposition) or by a Term/Note Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term/Note Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term/Note Priority Collateral securing Term/Note Claims are released and discharged. Upon delivery to each ABL Agent of a notice from the applicable Term/Note Agent stating that any release of Liens by the Term/Note Agents securing or supporting the Term/Note Claims on any Term/Note Priority Collateral has become effective (or shall become effective upon each ABL Agent’s release), each ABL Agent will promptly execute and deliver, and authorize the filing of, such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and Copyright filings) in all relevant jurisdictions confirming such release on customary terms at the request and expense of the Company. Each ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints each Term/Note Agent and any officer or agent of such Term/Note Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such ABL Agent or such ABL Lender or in such Term/Note Agent’s own name, from time to time in such Term/Note Agent’s determination, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including authorizing the filing of any termination statements, endorsements or other instruments of transfer or release; provided that the applicable Term/Note Agent shall not exercise such power of attorney unless the ABL Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the applicable Term/Note Agent. (c) Unless and until the Discharge of First Priority Obligations ABL Claims has occurred, each Second Priority RepresentativeTerm/Note Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityapplicable Term/Note Holder, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared ABL Priority Collateral to the repayment of First Priority Obligations ABL Claims pursuant to the First Priority Debt Documents, ABL Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Term/Note Agents or the Second Priority Secured Parties Term/Note Holders to receive proceeds in connection with the Second Priority Debt Obligations Term/Note Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document Unless and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations Term/Note Claims has occurred, comply with such requirement under each ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby consents to the Second application, whether prior to or after a default, of proceeds of Term/Note Priority Collateral Document as it relates to such Shared Collateral by taking any the repayment of Term/Note Claims pursuant to the Term/Note Financing Documents; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the actions set forth above only ABL Agents or the ABL Lenders to receive proceeds in connection with respect to, or the ABL Claims not otherwise in favor of, the Designated First Priority Representativecontravention of this Agreement.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not If in connection with the exercise of the Revolving Collateral Agent’s remedies in respect of any ABL Collateral subject to its Revolving Liens as provided for in Section 3.1, the Revolving Collateral Agent, for itself or on behalf of any of the Revolving Secured Parties, releases any of its Liens on any part of such ABL Collateral, any Disposition of Shared Collateral (including all or substantially all then the Term Liens of the Capital Stock of any Subsidiary Term Collateral Agent, for itself or for the benefit of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt DocumentsTerm Secured Parties, the Liens granted to the Second Priority Representatives on such ABL Collateral shall be automatically, unconditionally and the Second Priority Secured Parties upon such Shared simultaneously released. The Term Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeAgent, for itself and on behalf of the Second Priority Term Secured Parties under its Second Priority Debt FacilityParties, promptly shall execute and deliver to release the Liens on Revolving Collateral Agent such termination statements, releases and other documents as the Second Priority Revolving Collateral as set forth in the relevant Second Priority Debt DocumentsAgent may request to effectively confirm such release. (b) Each Second Priority RepresentativeIf in connection with any sale, lease, exchange, transfer or other disposition of any ABL Collateral (collectively, a “Disposition”) permitted under the terms of both the Revolving Documents and the Term Documents (other than in connection with the exercise of the Revolving Collateral Agent’s remedies in respect of any ABL Collateral as provided for in Section 3.1) the Revolving Collateral Agent, for itself or on behalf of any of the Revolving Secured Parties, releases any of its Revolving Liens on any part of ABL Collateral other than (A) in connection with the Discharge of Revolving Obligations or (B) after the occurrence and during the continuance of any Event of Default under and as defined in the Term Documents, then the Term Liens of the Term Collateral Agent on such Collateral shall be automatically, unconditionally and simultaneously released. The Term Collateral Agent, for itself and on behalf of each Second Priority the Term Secured Party under its Second Priority Debt FacilityParties, promptly shall execute and deliver to the Revolving Collateral Agent such termination statements, releases and other documents as the Revolving Collateral Agent may request to effectively confirm such release. (c) Until the Discharge of Revolving Obligations occurs, the Term Collateral Agent, for itself and on behalf of the Term Secured Parties, hereby irrevocably constitutes and appoints the Designated First Priority Representative Revolving Collateral Agent and any officer or agent of the Designated First Priority RepresentativeRevolving Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative the Term Collateral Agent or such Second Priority the Term Secured Party Parties or in the Designated First Priority RepresentativeRevolving Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeRevolving Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable appropriate to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (cd) Unless and until Until the Discharge of First Priority Revolving Obligations has occurredoccurs, each Second Priority Representativeto the extent that the Revolving Collateral Agent or the Revolving Secured Parties (i) have released any Revolving Lien on any ABL Collateral and such Lien is later reinstated or (ii) obtain any new Liens from any Grantor, then the Term Collateral Agent, for itself and for the Term Secured Parties, shall be granted a Lien on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject, if such Collateral is ABL Collateral, to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention Lien subordination provisions of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations if in connection with (i) the exercise a Disposition of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition specified item of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is (other than in connection with the exercise of remedies with respect to the Shared Collateral which shall be governed by clause (ii)) permitted by under the terms of the Second Priority Debt DocumentsDocuments or (ii) the exercise of any remedies with respect to the Shared Collateral by any Senior Priority Secured Parties made or exercised on a commercially reasonable basis, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon on the proceeds Proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Senior Priority Obligations. Upon delivery to each a Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Senior Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by Holdings, the Borrower or any other Grantor, each such Second Priority Representative will promptly execute, deliver or acknowledge, at Holdings’, the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Senior Priority Representative and any officer or agent of the Designated First Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Senior Priority Representative’s own name, from time to time in the Designated First Senior Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Senior Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Senior Priority Debt Document of proceeds of Shared Collateral to the repayment of First Senior Priority Obligations pursuant to the First Senior Priority Debt Documents, ; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Senior Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Senior Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Senior Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Senior Priority Representative.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf at any time any Grantor or the holder of any Senior Lender Claim delivers notice to each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of Agent that any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Common Collateral (including all or substantially all of the Capital Stock equity interests of a Grantor or any Subsidiary of its Subsidiaries) (including for such purpose, in the case of the Borrowersale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) so long is: (i) sold, transferred or otherwise disposed of by the owner of such Common Collateral in a transaction permitted under the Credit Agreement, the Other First-Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any); or (ii) otherwise released as Disposition is permitted by the terms of Credit Agreement and, except with respect to an exercise by the First Lien Agent pursuant to Section 3.1, the Other First-Priority Lien Obligations Credit Documents, the Second Priority Debt DocumentsSenior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any), then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens granted to the Second Priority Representatives and in favor of the Second Priority Secured Parties upon such Shared Common Collateral (will automatically be released and discharged as and when, but not upon only to the proceeds thereof) to secure Second Priority Debt Obligations shall terminate extent, such Liens on such Common Collateral securing Senior Lender Claims are released and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligationsdischarged. Upon delivery to each Second Priority Representative Agent of an Officer’s Certificate a notice from any First Lien Agent stating that any such termination and release of Liens securing se-curing or supporting the First Priority Obligations Senior Lender Claims has become effective (or shall become effective concurrently upon each Second Priority Agent’s release) (whether in connection with a sale of such termination and release of assets by the Liens granted relevant Grantor pursuant to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary preceding sentence or proper instruments of termination or release prepared by the Borrower or any other Grantorotherwise), each Second Priority Representative Agent will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, documents confirming such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentscustomary terms. (b) Each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated each First Priority Representative Lien Agent and any officer or agent of the Designated such First Priority RepresentativeLien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such each Second Priority Representative Agent or such Second Priority Secured Party holder or in the Designated such First Priority RepresentativeLien Agent’s own name, from time to time in the Designated such First Priority RepresentativeLien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations Senior Lender Claims has occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared Common Collateral or other collateral to the repayment of First Priority Obligations Senior Lender Claims pursuant to the First Priority Debt Senior Lender Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Agents or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) If, at any time any Grantor or the holder of any ABL Claim delivers notice to the Term Loan Agents that any specified ABL Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Equity Interests in any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (i) by the owner of such ABL Priority Collateral in a transaction permitted under the ABL Credit Agreement and the Term Loan Credit Agreement and not prohibited under any other ABL Loan Document (if any) and Term Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement by the owner of such ABL Priority Collateral (to the extent the ABL Agent has consented to such sale, transfer or disposition) or by the ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term Loan Lenders upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Claims are released and discharged. Upon delivery to each Term Loan Agent of a notice from the ABL Agent stating that any release of Liens by the ABL Agent securing or supporting the ABL Claims on any ABL Priority Collateral has become effective (or shall become effective upon each Term Loan Agent’s release), each Term Loan Agent will promptly execute, file and deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the Company. Each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby irrevocably constitutes and appoints the Designated First Priority Representative ABL Agent and any officer or agent of the Designated First Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative Term Loan Agent or such Second Priority Secured Party Term Loan Lender or in the Designated First Priority RepresentativeABL Agent’s own name, from time to time in the Designated First Priority RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make filings that may be necessary or desirable to accomplish the purposes of this Section 5.01(a5.1(a), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the ABL Agent shall not exercise such power of attorney unless the Term Loan Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the ABL Agent. This power is coupled with an interest and is irrevocable. (b) Subject to Section 5.6, if, at any time any Grantor or the holder of any Term Loan Claim delivers notice to the ABL Agent that any specified Term Loan Priority Collateral (including all or substantially all of the Equity Interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of Equity Interests in any Subsidiary, any Term Loan Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the owner of such Term Loan Priority Collateral in a transaction permitted under the Term Loan Credit Agreement and the ABL Credit Agreement and not prohibited under any other Term Loan Document (if any) and ABL Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Term Loan Credit Agreement (or any other Credit Agreement governing Future Term Indebtedness) by the owner of such Term Loan Priority Collateral (to the extent the applicable Term Loan Agents have consented to such sale, transfer or disposition) or by a Term Loan Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term Loan Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Loan Priority Collateral securing Term Loan Claims are released and discharged. Upon delivery to the ABL Agent of a notice from the applicable Term Loan Agent stating that any release of Liens by the Term Loan Agents securing or supporting the Term Loan Claims on any Term Loan Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute, file and deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the Company. The ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints each Term Loan Agent and any officer or agent of such Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Lender or in such Term Loan Agent’s own name, from time to time in such Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the applicable Term Loan Agent shall not exercise such power of attorney unless the ABL Agent has failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the applicable Term Loan Agent. This power is coupled with an interest and is irrevocable. (c) Unless and until the Discharge of First Priority Obligations ABL Claims has occurred, each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared ABL Priority Collateral to the repayment of First Priority Obligations ABL Claims pursuant to the First Priority Debt Documents, ABL Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Term Loan Agents or the Second Priority Secured Parties Term Loan Lenders to receive proceeds in connection with the Second Priority Debt Obligations Term Loan Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document Unless and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations Term Loan Claims has occurred, comply with such requirement under the Second ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term Loan Priority Collateral Document as it relates to such Shared Collateral by taking any the repayment of Term Loan Claims pursuant to the Term Loan Credit Agreement; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the actions set forth above only ABL Agent or the ABL Lenders to receive proceeds in connection with respect to, or the ABL Claims not otherwise in favor of, the Designated First Priority Representativecontravention of this Agreement.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition specified item of Shared Collateral (including all or substantially all of the Capital Stock equity interests of any Subsidiary subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt DocumentsCompany), the Liens granted to the Second Priority Representatives and the Second Priority Secured Debt Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Senior Obligations. Upon delivery to each a Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, each such Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense and without any recourse, representation or warrantyexpense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition specified item of Shared Collateral (including all or substantially all of the Capital Stock equity interests of any Subsidiary subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt DocumentsCompany), the Liens granted to the Second Priority Representatives and the Second Priority Secured Debt Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Senior Obligations. Upon delivery to each a Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, each such Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense and without any recourse, representation or warrantyexpense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Senior Representative and any officer or agent of the Designated First Priority Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Debt Party or in the Designated First Priority Senior Representative’s own name, from time to time in the Designated First Priority Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Senior Debt Document of proceeds of Shared Collateral to the repayment of First Priority Senior Obligations pursuant to the First Priority Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Senior Representative and any Second Priority Representative or Second Priority Secured Debt Party, such Grantor may, until the applicable Discharge of First Priority Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Senior Representative.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in at any time any Grantor or the event holder of any release of Liens on Shared Collateral securing Senior Lender Claim delivers notice to each Second-Priority Agent that any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Common Collateral (including all or substantially all of the Capital Stock equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction permitted under the Senior Credit Agreement, the 1-1/2 Lien Notes Indenture and each other Second-Priority Document (if any); or (ii) during the existence of any Subsidiary Event of Default under (and as defined in) the Senior Credit Agreement to the extent the Intercreditor Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Second-Priority Secured Parties upon such Shared Collateral (will automatically be released and discharged as and when, but not upon only to the proceeds thereof) to secure Second Priority Debt Obligations shall terminate extent, such Liens on such Collateral securing Senior Lender Claims are released and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligationsdischarged. Upon delivery to each Second Second-Priority Representative Agent of an Officer’s Certificate a notice from the Intercreditor Agent stating that any such termination and release of Liens securing or supporting the First Priority Obligations Senior Lender Claims has become effective (or shall become effective concurrently with upon each Second-Priority Agent’s release), each Second-Priority Agent will promptly execute and deliver such instruments, releases, termination and statements or other documents confirming such release on customary terms. In the case of the Liens granted sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the Second Priority Secured Parties extent, the guarantee by such Grantor or Subsidiary of Senior Lender Claims is released and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentsdischarged. (b) Each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated First Priority Representative Intercreditor Agent and any officer or agent of the Designated First Priority RepresentativeIntercreditor Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second each Second-Priority Representative Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeIntercreditor Agent’s own name, from time to time in the Designated First Priority RepresentativeIntercreditor Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations Senior Lender Claims has occurred, each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event a default, of default under any First Priority Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of First Priority Obligations Senior Lender Claims pursuant to the First Priority Debt Documents, Senior Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives Agents or the Second Second-Priority Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations Claims not otherwise in contravention of this Agreementagreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) If, at any time any Grantor or the holder of any ABL Claim delivers notice to the Term Loan Agents that any ABL Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Capital Stock of any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) or any other release of ABL Priority Collateral has occurred under Section 9.14 of the ABL Credit Agreement: (i) in a transaction permitted under the ABL Credit Agreement and the Term Loan Credit Agreements; or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement by the owner of such ABL Priority Collateral (to the extent the ABL Agent has consented to such sale, transfer or disposition) or by the ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term Loan Lenders upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Claims are released and discharged; provided that the proceeds of such sale, transfer or other disposition are applied in accordance with Section 4. Upon delivery to each Term Loan Agent of a notice from the ABL Agent stating that any release of Liens by the ABL Agent securing or supporting the ABL Claims on any ABL Priority Collateral has become effective (or shall become effective upon each Term Loan Agent’s release), each Term Loan Agent will promptly execute, file and deliver such instruments, releases, termination statements, certificates of non-crystallization or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release or non-crystallization on customary terms at the expense of the Term Loan Borrower. Each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby irrevocably constitutes and appoints the Designated First Priority Representative ABL Agent and any officer or agent of the Designated First Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative Term Loan Agent or such Second Priority Secured Party Term Loan Lender (as applicable) or in the Designated First Priority RepresentativeABL Agent’s own name, from time to time in the Designated First Priority RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make filings that may be necessary or desirable to accomplish the purposes of this Section 5.01(a5.1(a), including filing any termination statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the ABL Agent shall not exercise such power of attorney unless the Term Loan Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the ABL Agent. (b) Subject to Section 5.6, if, at any time any Grantor or the holder of any Term Loan Claim delivers notice to the ABL Agent that any specified Term Loan Priority Collateral (including all or substantially all of the Capital Stock of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of Capital Stock of any Subsidiary, any Term Loan Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of or any other release of Term Loan Priority Collateral has occurred under Section 9.15 of the Initial Term Loan Credit Agreement (or the corresponding provision of any other Term Loan Credit Agreement): (i) in a transaction permitted under the Term Loan Credit Agreements and the ABL Credit Agreement; or (ii) during the existence of any Event of Default under (and as defined in) any Term Loan Credit Agreement by the owner of such Term Loan Priority Collateral (to the extent the Designated Term Loan Agent has consented to such sale, transfer or disposition) or by a Term Loan Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term Loan Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Loan Priority Collateral securing Term Loan Claims (and, as applicable, the guarantee granted by any ABL Guarantor that, as a result of such sale, transfer or other disposition is no longer a Subsidiary of Holdings) are released and discharged; provided that the proceeds of such sale, transfer or other disposition are applied in accordance with Section 4. Upon delivery to the ABL Agent of a notice from the applicable Term Loan Agent stating that any release of Liens by the Term Loan Agents securing or supporting the Term Loan Claims on any Term Loan Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute, file and deliver such instruments, discharges, releases, termination statements, debt assignments or transfers or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the ABL Borrowers. The ABL Agent, for itself and on behalf of each ABL Lender, hereby irrevocably constitutes and appoints each Term Loan Agent and any officer or agent of such Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Lender or in such Term Loan Agent’s own name, from time to time in such Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the applicable Term Loan Agent shall not exercise such power of attorney unless the ABL Agent has failed to comply with its obligations under this Section 5.1 within two Business Days after demand by the applicable Term Loan Agent. (c) Unless and until the Discharge of First Priority Obligations ABL Claims has occurred, each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared ABL Priority Collateral to the repayment of First Priority Obligations ABL Claims pursuant to the First Priority Debt Documents, ABL Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Term Loan Agents or the Second Priority Secured Parties Term Loan Lenders to receive proceeds in connection with the Second Priority Debt Obligations Term Loan Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document Unless and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations Term Loan Claims has occurred, comply with such requirement under the Second ABL Agent, for itself and on behalf of each ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term Loan Priority Collateral Document as it relates to such Shared Collateral by taking any the repayment of Term Loan Claims pursuant to the Term Loan Credit Agreements; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the actions set forth above only ABL Agent or the ABL Lenders to receive proceeds in connection with respect to, or the ABL Claims not otherwise in favor of, the Designated First Priority Representativecontravention of this Agreement.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees thatIf, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with with: (i) the exercise of any First Lien Collateral Agent’s remedies in respect of the Collateral, including any sale, lease, exchange, transfer or other disposition of any such Collateral or (an “Exercise of Remedies”); or (ii) if any sale, lease, exchange, transfer or other disposition of any Collateral permitted under the terms of the First Lien Credit Documents (whether or not an event of default thereunder, and as defined therein, has occurred and is continuing) (a “Disposition”) other than an Exercise of Remedies, or (iii) any release of Liens on the assets of any Grantor, all of the Stock of which is being released pursuant to any other provision of this Section 5.1(a); the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases any Grantor from its obligations under its guaranty of the First Lien Obligations, in each case other than in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all Discharge of the Capital Stock of any Subsidiary of First Lien Obligations, then the Borrower) so long as Disposition is permitted by the terms Liens, if any, of the Second Priority Debt DocumentsLien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and, if applicable, the Liens granted to obligations of such Grantor under its guaranty of the Second Priority Representatives Lien Obligations, shall be automatically, unconditionally and simultaneously released (the “Second Lien Release”) and the Second Priority Secured Parties upon Lien Collateral Agent, for itself or on behalf of any such Shared Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release; provided, however, that the Second Lien Release shall not occur without the consent of the Second Lien Collateral Agent (but not upon x) in the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative case of an Officer’s Certificate stating that Exercise of Remedies, as to any such termination and release Collateral the net proceeds of Liens securing the disposition of which will not be applied to repay (and, to the extent applicable, to reduce permanently commitments with respect to) the First Priority Lien Obligations has become effective or (or shall become effective concurrently with such termination and release y) in the case of a Disposition, if the Disposition is prohibited by any provision of the Liens granted to Second Lien Credit Agreement. (b) Until the Discharge of First Lien Obligations occurs, the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholders, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeLien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Collateral Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeLien Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (c) Unless and until Until the Discharge of First Priority Lien Obligations has occurredoccurs, each Second Priority Representative, to the extent that the First Lien Collateral Agent for itself and on behalf of each Second Priority Secured Party the First Lien Claimholders (i) has released any Lien on Collateral or any Grantor from its obligation under its guaranty or agreement to be a borrower and any such Liens or guaranty or agreement are later reinstated or (ii) obtains any new Liens or additional guaranties or agreements from Grantors, then the Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Lien Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights Agent for itself and on behalf of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in Lien Claimholders shall be granted a Lien on any Second Priority such Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateraladditional guaranty, as the entitlement holdercase may be, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions priorities set forth above only with respect to, or in favor of, the Designated First Priority RepresentativeSection 2.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations if in connection with (i) the any sale, transfer or other disposition of any Shared Collateral by any Grantor (other than in connection with any enforcement or exercise of rights or remedies with respect to the Shared Collateral which shall be governed by clause (ii)) permitted under the terms of the Senior Debt Documents and the Second Priority Documents or consented to by the holders of Senior Obligations under the Senior Debt Documents (other than in respect connection with the Discharge of Collateral Senior Obligations) and the holders of the Second Priority Obligations or (ii) if not in connection with the enforcement or exercise of any rights or remedies in with respect of to the Shared Collateral, including any Disposition sale, transfer or other disposition of Shared Collateral, the Designated Senior Representative, for itself and on behalf of the other Senior Secured Parties releases any of the Senior Liens on the Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documentsa “Release”), then the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon on such Shared Collateral (but not upon the proceeds thereof) to secure securing any Second Priority Debt Obligations shall terminate (whether or not any Insolvency or Liquidation Proceeding is pending at such time) be automatically, unconditionally and be released, automatically and simultaneously released without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative shall, for itself and on behalf of an Officer’s Certificate stating that any the other applicable Second Priority Class Debt Parties, promptly execute and deliver to the Designated Senior Representative and the applicable Grantors such termination statements, releases and release other documents as the Designated Senior Representative or any applicable Grantor may reasonably request to effectively confirm such Release. Similarly, if the equity interests of any Person are foreclosed upon or otherwise disposed of pursuant to clause (i) or (ii) above and in connection therewith the Designated Senior Representative releases the Senior Liens securing on the First Priority Obligations has become effective (property or shall become effective concurrently with assets of such termination and release Person or releases such Person from its guarantee of the Liens granted to Senior Obligations, then the Second Priority Secured Parties Lien on such property or assets of such Person and the such Person’s guarantee of Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by Debt Obligations shall be automatically released to the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Lienssame extent. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Senior Representative and any officer or agent of the Designated First Priority Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Debt Party or in the Designated First Priority Senior Representative’s own name, from time to time in the Designated First Priority Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. The Designated Senior Representative ▇▇▇▇▇▇ agrees to take action reasonably requested by the Grantors to carry out the terms of this Section 5.01(b) or to accomplish the purposes of Section 5.01(a). (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement[reserved]. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Senior Collateral Document and a Second Priority Collateral Document each require any Grantor to (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Senior Representative and any Second Priority Representative or Second Priority Secured Debt Party, such Grantor may, until the applicable Discharge of First Priority Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Senior Representative to the extent any such action or compliance with respect to the foregoing (using commercially reasonable efforts) in favor, or for the benefit, of one set of secured parties; provided, notwithstanding anything to the contrary, any action or compliance with respect to the foregoing by any Grantor shall not cause a default or event of default to exist under any Senior Debt Document or any Second Priority RepresentativeDebt Document.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not If in connection with the exercise of the Revolving Credit Collateral Agent’s remedies in respect of Collateral, any Disposition of Shared Revolving Credit Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documentsprovided for in Section 3.1, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Revolving Credit Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeAgent, for itself and and/or on behalf of any of the Second Priority Secured Parties under other Revolving Credit Claimholders, releases its Second Priority Debt Facility, to release the Liens on any part of the Second Revolving Credit Collateral, then the Liens, if any, of the Term Collateral Agent and the Term Priority Lien Claimholders on the Revolving Credit Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Term Collateral Agent, for itself and/or on behalf of any of the Term Priority Lien Claimholders, promptly shall execute and deliver to the Revolving Credit Collateral Agent or such Grantor such termination statements, releases and other documents as set forth in the relevant Second Priority Debt DocumentsRevolving Credit Collateral Agent or such Grantor may request to effectively confirm such release. (b) Each Second If in connection with any sale, lease, exchange, transfer or other disposition of any Revolving Credit Collateral (collectively, a “Disposition”) permitted under the terms of each of the Revolving Credit Loan Documents and the Term Priority RepresentativeLien Documents (including voluntary Dispositions of Revolving Credit Collateral by the respective Grantors after a Revolving Credit Default and voluntary Dispositions of Term Priority Lien Collateral by the respective Grantors after a Term Priority Lien Default), the Revolving Credit Collateral Agent, for itself and and/or on behalf of any of the Revolving Credit Claimholders, releases its Liens on any part of the Revolving Credit Collateral, in each Second case other than (x) in connection with the Discharge of Revolving Credit Obligations or (y) after the occurrence and during the continuance of a Term Priority Secured Party under its Second Lien Default (which clause (y) will not apply if the net proceeds of such Disposition are applied to the Revolving Credit Obligations), then the Liens, if any, of the Term Collateral Agent, for itself and/or on behalf of any of the Term Priority Debt FacilityLien Claimholders, on such Revolving Credit Collateral shall be automatically, unconditionally and simultaneously released. The Term Collateral Agent, for itself and/or on behalf of any Term Priority Lien Claimholder, promptly shall execute and deliver to the Revolving Credit Collateral Agent or such Grantor such termination statements, releases and other documents as the Revolving Credit Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of Revolving Credit Obligations shall occur, the Term Collateral Agent, for itself and/or on behalf of the Term Priority Lien Claimholders, hereby irrevocably constitutes and appoints the Designated First Priority Representative Revolving Credit Collateral Agent and any officer of its officers or agent of the Designated First Priority Representativeagents, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative the Term Collateral Agent or such Second Term Priority Secured Party or Lien Claimholder, whether in the Designated First Revolving Credit Collateral Agent’s name or, at the option of the Revolving Credit Collateral Agent, in the Term Collateral Agent’s or any Term Priority RepresentativeLien Claimholder’s own name, from time to time in the Designated First Priority Representativesuch Revolving Credit Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second If, at any time any Grantor, the First-Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in Agent or the event holder of any release of Liens on Shared Collateral securing First-Priority Obligation delivers notice to each Second-Priority Representative that any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Common Collateral (including all or substantially all of the Capital Stock equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Subsidiary Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Second-Priority Secured Parties upon such Shared Common Collateral (will automatically be released and discharged as and when, but not upon only to the proceeds thereof) to secure Second extent, such Liens on such Common Collateral securing First-Priority Debt Obligations shall terminate are released and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligationsdischarged. Upon delivery to each Second Second-Priority Representative of an Officer’s Certificate a notice from the First-Priority Agent or the Borrower stating that any such termination and release of Liens securing or supporting the First First-Priority Obligations has become effective (or shall become effective concurrently upon each First-Priority Representative’s release), whether in connection with a sale of such termination and release of assets by the Liens granted relevant owner pursuant to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary preceding clauses or proper instruments of termination or release prepared by the Borrower or any other Grantorotherwise, each Second Second-Priority Representative will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at other documents confirming such release on customary terms. In the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release case of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement sale of all or substantially all of the equity interests of a Second Priority RepresentativeGrantor or any of its Subsidiaries, for itself and on behalf the guarantee in favor of the Second Second-Priority Secured Parties under its Second Priority Debt FacilityParties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to release the Liens on extent, the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf guarantee by such Grantor or Subsidiary of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorneyFirst-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself is released and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreementdischarged. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not If in connection with the exercise of the First Lien Collateral Agent’s rights and remedies in respect of the Collateral provided for in Section 3.1, the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases any Guarantor Subsidiary from its obligations under its guarantee of the First Lien Obligations, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any Disposition such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or the applicable Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or the applicable Grantor may request to effectively confirm such release. (b) If in connection with any sale, lease, exchange, transfer or other disposition of Shared any Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrowercollectively, a “Disposition”) so long as Disposition is permitted by under the terms of both the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives First Lien Loan Documents and the Second Priority Secured Parties upon such Shared Collateral Lien Loan Documents (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently other than in connection with the termination exercise of the First Lien Collateral Agent’s rights and release remedies in respect of all the Collateral provided for in Section 3.1), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens granted upon on any part of the Collateral, or releases any Guarantor Subsidiary from its obligations under its guarantee of the First Lien Obligations, in each case other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Second Lien Credit Agreement, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Shared Collateral, and the obligations of such Guarantor Subsidiary under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative Agent, for itself or on behalf of an Officer’s Certificate stating that any such termination Second Lien Claimholders, promptly shall execute and release of Liens securing deliver to the First Priority Obligations has become effective (Lien Collateral Agent or shall become effective concurrently with the applicable Grantor such termination statements, releases and release other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of the Liens granted to First Lien Obligations occurs, the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholders, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeLien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Collateral Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeLien Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (cd) Unless and until Until the Discharge of First Priority Lien Obligations has occurredoccurs, to the extent that the First Lien Collateral Agent or the First Lien Claimholders (i) have released any Lien on Collateral or any Guarantor Subsidiary from its obligation under its guarantee and any such Liens or guarantee are later reinstated in each case, in accordance with the First Lien Credit Documents or (ii) obtain any new Liens or additional guarantees from any Guarantor Subsidiary in accordance with the First Lien Credit Documents, then the Second Priority RepresentativeLien Collateral Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject to the applicationlien subordination provisions of this Agreement, whether prior to or after and an additional guarantee, as the case may be. (e) In the event that the principal amount of default funded First Lien Obligations, plus the aggregate face amount of letters of credit, if any, issued under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt DocumentsLien Credit Agreement and not reimbursed, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair plus the rights aggregate principal amount of unfunded commitments under the First Lien Credit Agreement (collectively, the “First Lien Obligations Amount”), at any date of determination no longer constitute at least 20% of the sum of (i) the First Lien Obligations Amount and (ii) the principal amount of funded Second Priority Representatives or Lien Obligations (collectively, the “Second Priority Secured Parties to receive proceeds Lien Obligations Amount”), then any agreement provided for in Section 5.1(a) above (except for releases given in connection with a Disposition permitted under the First Lien Loan Documents and the Second Priority Debt Obligations not otherwise in contravention Lien Loan Documents) shall require the consent of this Agreement. (d) Notwithstanding anything to the contrary in any First Lien Claimholders and Second Priority Collateral Document, Lien Claimholders representing in the event aggregate more than 50% of the terms sum of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, the First Lien Obligations Amount and (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority RepresentativeLien Obligations Amount.

Releases. (a) In connection with any Enforcement Action by the Directing First Lien Collateral Agent or any other exercise by the Directing First Lien Collateral Agent of rights or remedies in respect of the Collateral (including any Disposition of any of the Collateral by any Obligor, with the consent of the Directing First Lien Collateral Agent, after the occurrence and during the continuance of an “event of default” under the First Lien Documents), in each case, prior to the Discharge of First Lien Obligations, the Directing First Lien Collateral Agent is irrevocably authorized (at the cost of the Obligors in accordance with the terms of the applicable First Lien Financing Document and without any consent, sanction, authority or further confirmation from the Directing Second Lien Collateral Agent, any other Second Lien Claimholder or any Obligor): (i) to release any of its Liens on any part of the Collateral or any other claim over the asset that is the subject of such Enforcement Action or such other exercise of rights or remedies, in which case the Liens or any other claim over the asset that is the subject of such Enforcement Action, if any, of each Second Lien Collateral Agent, for itself and for the benefit of its Related Second Lien Claimholders, shall be automatically, unconditionally and simultaneously released to the same extent as the Liens or other claims of the Directing First Lien Collateral Agent and each other First Lien Collateral Agent are so released (and the Directing First Lien Collateral Agent is irrevocably authorized to execute and deliver or enter into any release of such Liens or claims that may, in the discretion of the Directing First Lien Collateral Agent, be considered necessary or reasonably desirable in connection with such releases); and (ii) if the asset that is the subject of such Enforcement Action consists of the equity interests of any Obligor, to release (x) such Obligor and any subsidiary of such Obligor from all or any part of its First Lien Obligations, in which case such Obligor and any subsidiary of such Obligor shall be automatically, unconditionally and simultaneously released to the same extent from its Second Lien Obligations, and (y) any Liens or other claims on any assets of such Obligor and any subsidiary of such Obligor, in which case the Liens or other claims on such assets of each Second Lien Collateral Agent, for itself or for the benefit of its Related Second Lien Claimholders, shall be automatically, unconditionally and simultaneously released to the same extent as such Liens of the Directing First Lien Collateral Agent and each other First Lien Collateral Agent are so released (and the Directing First Lien Collateral Agent is irrevocably authorized to execute and deliver or enter into any release of such Liens or claims that may, in the discretion of the Directing First Lien Collateral Agent, be considered necessary or reasonably desirable in connection with such releases). Each Second Priority RepresentativeLien Collateral Agent, for itself or on behalf of its Related Second Lien Claimholders, shall promptly execute and deliver to the Directing First Lien Collateral Agent or such Obligor such termination statements, releases and other documents as the Directing First Lien Collateral Agent or such Obligor may request to effectively confirm the foregoing releases upon delivery to the Second Lien Collateral Agents of copies of such termination statements, releases and other documents used to effect such releases with respect to the Collateral securing the First Lien Obligations from a Responsible Officer of the requesting party. The proceeds of any such Disposition shall be applied in accordance with Section 4.1. (b) If in connection with any sale, lease, exchange, transfer or other disposition (collectively, a “Disposition”) of any Collateral by any Obligor permitted under the terms of both the First Lien Financing Documents and the Second Lien Financing Documents (other than in connection with an Enforcement Action or other exercise of any First Lien Collateral Agent’s rights or remedies in respect of the Collateral, which shall be governed by Section 5.1(a) above), the Directing First Lien Collateral Agent or any other First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases any Obligor from its obligations under its guaranty of the First Lien Obligations, in each case other than in connection with, or following, the Discharge of First Lien Obligations, then the Liens, if any, of each Second Priority Secured Party Lien Collateral Agent, for itself or for the benefit of its Related Second Lien Claimholders, on such Collateral, and the obligations of such Obligor under its guaranty of the Second Priority Debt FacilityLien Obligations, agrees thatshall be automatically, in unconditionally and simultaneously released; provided that such release by such Second Lien Collateral Agent, for itself or for the event benefit of its Related Second Lien Claimholders, shall not extend to or otherwise affect any of the rights of the Second Lien Claimholders to the proceeds from any such Disposition. Each Second Lien Collateral Agent, for itself or on behalf of its Related Second Lien Claimholders, shall promptly execute and deliver to the Directing First Lien Collateral Agent or such Obligor such termination statements, releases and other documents as the Directing First Lien Collateral Agent or such Obligor may request to effectively confirm the foregoing releases upon delivery to the Second Lien Collateral Agents of copies of such termination statements, releases and other documents used to effect such release of Liens on Shared with respect to the Collateral securing any the First Priority Lien Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all from a Responsible Officer of the Capital Stock Administrative Borrower or the Directing First Lien Collateral Agent and an officer’s certificate of any Subsidiary a Responsible Officer of the Borrower) so long as Disposition is permitted by relevant Obligor stating that such disposition has been consummated in compliance with the terms of Initial Second Lien Document. (c) Until the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Discharge of First Lien Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantoroccurs, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of the its Related Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholders, hereby irrevocably constitutes and appoints the Designated Directing First Priority Representative Lien Collateral Agent and any officer or agent of the Designated Directing First Priority RepresentativeLien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative Lien Collateral Agent or such Second Priority Secured Party Lien Claimholders or in the Designated Directing First Priority RepresentativeLien Collateral Agent’s own name, from time to time in the Designated Directing First Priority RepresentativeLien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of First Priority Lien Obligations. (d) Until the Discharge of First Lien Obligations has occurredoccurs, to the extent that any First Lien Collateral Agent or the other First Lien Claimholders (i) have released any Lien on Collateral or any Obligor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any additional guarantees from any Obligor or any subsidiary of the Administrative Borrower, then each Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of each its Related Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholders, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreementgranted an additional guaranty. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) If, at any time any Grantor or the holder of any Senior Lender Claim delivers notice to each Second-Priority Agent that any specified Common Collateral (including for such purpose, in the case of the sale of all or substantially all of the equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is (A) sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction permitted under the Senior Credit Agreement, the 1-1/2 Lien Notes Indenture and each other Second-Priority Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Senior Credit Agreement to the extent the Intercreditor Agent has consented to such sale, transfer or disposition: or (B) is otherwise released as permitted by the Senior Credit Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Collateral securing Senior Lender Claims are released and discharged. Upon delivery to each Second-Priority Agent of a notice from the Intercreditor Agent stating that any release of Liens securing or supporting the Senior Lender Claims has become effective (or shall become effective upon each Second-Priority Agent’s release) (whether in connection with a sale of such assets by the relevant Grantor pursuant to the preceding sentence or otherwise), each Second-Priority Agent, subject to Section 11.04 of the 1-1/2 Lien Notes Indenture, will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Senior Lender Claims is released and discharged. (b) Each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated First Priority Representative Intercreditor Agent and any officer or agent of the Designated First Priority RepresentativeIntercreditor Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second each Second-Priority Representative Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeIntercreditor Agent’s own name, from time to time in the Designated First Priority RepresentativeIntercreditor Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations Senior Lender Claims has occurred, each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event a default, of default under any First Priority Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral or other collateral to the repayment of First Priority Obligations Senior Lender Claims pursuant to the First Priority Debt Senior Lender Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives Agents or the Second Second-Priority Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations Claims not otherwise in contravention of this Agreementagreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) In connection with any Enforcement Action by the Senior Representative or any other exercise of the Senior Representative’s remedies in respect of the Collateral, in each case, prior to the Discharge of Senior Obligations, the Designated Senior Representative is irrevocably authorized (at the cost of the Grantors and without any consent, sanction, authority or further confirmation from the Designated Second Priority Representative, any Second Lien Claimholder or any Grantor): (i) to release any of its Liens on any part of the Collateral or any other claim over the asset that is the subject of the Enforcement Action, and the Liens or any other claim over the asset that is the subject of the Enforcement Action, if any, of any Second Priority Representative, for itself or for the benefit of the Second Priority Debt Parties, on such asset, shall be automatically, unconditionally and simultaneously released to the same extent as the Liens or other claims of the Designated Senior Representative, and the Designated Senior Representative is irrevocably authorized to execute and deliver or enter into any release of such Liens or claims and to issue any letters of non-crystallization of any floating charge or any consent to dealing (to the extent applicable) that may, in the discretion of the Designated Senior Representative, be considered necessary or reasonably desirable in connection with such releases; (ii) if the asset which is the subject of such Enforcement Action consists of shares in the capital of any Grantor, to release, on behalf of the Senior Secured Parties, Second Priority Debt Parties, Grantors and Intra-Group Lenders (x) that Grantor and any subsidiary of that Grantor from all or any part of its Senior Obligations, its Second Priority Debt Obligations and/or its Intra-Group Liabilities, (y) any Liens granted by that Grantor and any subsidiary of that Grantor over any of its assets, and (z) any other claim of any First Lien Claimholder, Second Lien Claimholder, Grantor or other Intra-Group Lender over that Grantor’s assets or over the assets of any subsidiary of that Grantor; (iii) if the asset which is the subject of such Enforcement Action consists of shares in the capital of an Grantor and the Designated Senior Representative decides to dispose of all or any part of the Senior Obligations and/or Second Priority Debt Obligations owed by such Grantor (the “Disposal Obligations”), (x) if the Designated Senior Representative does not intend that any transferee of those Disposal Obligations (the “Transferee”) will be treated as a Senior Secured Party and/or Second Priority Debt Party for the purposes of this Agreement, to execute and deliver or enter into any agreement to dispose of all or part of those Disposal Obligations providing that notwithstanding any other provision of any Senior Debt Document, any Second Priority Debt Document or this Agreement, the Transferee shall not be treated as a Senior Secured Party and/or Second Priority Debt Party for the purposes of this Agreement, and (y) if the Designated Senior Representative does intend that any Transferee will be treated as a Senior Secured Party and/or Second Priority Debt Party, to execute and deliver or enter into any agreement to dispose of (I) all (and not part only) of the Disposal Obligations owed to the Senior Secured Parties and/or Second Priority Debt Parties, as applicable and (II) all or part of any other Disposal Obligations, on behalf of, in each case, the Senior Secured Parties, the Second Priority Debt Parties or the Grantors; and (iv) if the asset which is disposed of consists of shares in the capital of an Grantor (the “Disposed Entity”) and the Designated Senior Representative decides to transfer to another Grantor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any subsidiary of that Disposed Entity in respect of Second Priority Debt Obligations, to execute and deliver or enter into any agreement to (x) agree to the transfer of all or part of the obligations in respect of such Second Priority Debt Obligations on behalf of the Grantors to which those obligations are owed and on behalf of the Grantors which owe those obligations and (y) to accept the transfer of all or part of the obligations in respect of such Second Priority Debt Obligations on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of such Second Priority Debt Obligations is to be transferred. The Designated Second Priority Representative, for itself or on behalf of any such Second Priority Debt Parties, promptly shall execute and deliver to the Designated Senior Representative or such Grantor such termination statements, releases and other documents as the Designated Senior Representative or such Grantor may request to effectively confirm the foregoing releases. In the case of any disposal made pursuant to this Section 5.1(a), the Designated Senior Representative shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Designated Senior Representative shall have no obligation to postpone any such disposal in order to achieve a higher price). (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the Senior Debt Documents and not expressly prohibited under the terms of the Second Priority Debt Documents (other than in connection with an Enforcement Action or other exercise of any Senior Representative’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), the Designated Senior Representative, for itself or on behalf of any of the Senior Secured Parties, releases any of its Liens on any part of the Collateral, or releases any Grantor from its obligations under its guaranty of the Senior Obligations, in each case other than in connection with, or following, the Discharge of Senior Obligations, then the Liens, if any, of each Second Priority Representative, for itself or for the benefit of the Second Priority Debt Parties, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Priority Debt Obligations, shall be automatically, unconditionally and simultaneously released; provided, that such release by such Second Priority Representative, for itself or for the benefit of the Second Priority Debt Parties, shall not extend to or otherwise affect any of the rights of the Second Priority Debt Parties to the proceeds from any such Disposition. Each Second Priority Representative, for itself or on behalf of any such Second Priority Debt Parties, promptly shall execute and deliver to the Designated Senior Representative or such Grantor such termination statements, releases and other documents as the Senior Representative or such Grantor may request to effectively confirm such release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, agrees thathereby consents to the application, in the whether prior to or after an event of default under any release Senior Debt Document of Liens on Proceeds of Shared Collateral securing any First to the repayment of Senior Obligations pursuant to the Senior Debt Documents; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Obligations in connection with (i) Representatives or the exercise of remedies in respect of Collateral or (ii) if not Second Priority Debt Parties to receive proceeds in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with not otherwise in contravention of this Agreement. (d) Until the termination and release Discharge of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantoroccurs, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt FacilityParties, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, Intra-Group Lender hereby irrevocably constitutes and appoints the Designated First Priority Senior Representative and any officer or agent of the Designated First Priority Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative Lien Collateral Agent or such Second Priority Secured Party holder or such Intra-Group Lender or in the Designated First Priority Senior Representative’s own name, from time to time in the Designated First Priority Senior Representative’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of Senior Obligations. (e) Until the Discharge of Senior Obligations occurs, to the extent that any Senior Representative or the Senior Secured Parties (i) have released any Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new Liens or additional guarantees from any Grantor or any subsidiary of Holdings, then the Designated Second Lien Collateral Agent, for itself and for the Second Priority Debt Parties, shall be granted a Lien on any such Collateral, subject to the Lien subordination provisions of this Agreement, and an additional guaranty, as the case may be. (f) If, prior to the Discharge of Senior Obligations, a subordination of the Senior Representative’s Lien on any Collateral is permitted (or in good faith believed by the Designated Senior Representative to be permitted) under the First Lien Credit Agreement or any other Senior Debt Documents to another Lien permitted under the First Lien Credit Agreement or any other Senior Debt Documents (a “Priority Obligations has occurredLien”), then the Designated Senior Representative is authorized to execute and deliver a subordination agreement with respect thereto in form and substance satisfactory to it, and each Second Priority RepresentativeRepresentative Agent, for itself and on behalf of each Second Priority Secured Party under its the Second Priority Debt FacilityParties, hereby consents shall promptly execute and deliver to the application, whether prior to Designated Senior Representative or after the relevant Grantor an event identical subordination agreement subordinating the Liens of default under any First Priority Debt Document of proceeds of Shared such Second Lien Collateral to Agent for the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights benefit of the Second Priority Representatives or the Second Priority Secured Debt Parties to receive proceeds in connection with the Second such Priority Debt Obligations not otherwise in contravention of this AgreementLien. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of a Disposition of any release specified item of Liens on Shared Collateral securing (including all or substantially all of the Capital Stock of any First Priority Obligations Subsidiary of the Borrower) (i) in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as such Disposition is permitted by the terms of the Second Senior Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon on the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted to the Designated Senior Representative upon such Shared Collateral to secure First Priority Senior Obligations. Upon delivery to each a Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each such Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) If in connection with the exercise of any Priority Collateral Agent’s remedies in respect of any Collateral as provided for in Section 3.1, including any disposition of Collateral by any Grantor with the consent of a Priority Collateral Agent following a Priority Credit Default, such Priority Collateral Agent, for itself or on behalf of any of the applicable Priority Claimholders, releases any of its Liens on any part of the Collateral, then the Liens, if any, of each Notes Collateral Agent, for itself or for the benefit of the applicable Notes Claimholders, on the Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. Each Second Notes Collateral Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to the applicable Priority RepresentativeCollateral Agent or such Grantor such termination statements, releases and other documents as such Priority Collateral Agent or such Grantor may request (at such Grantor’s sole cost and expense) to effectively confirm such release. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of each of the Priority Loan Documents and the Notes Documents (other than in connection with the exercise of the respective Collateral Agent’s rights and remedies in respect of the Collateral as provided for in Section 3.1), (i) any Priority Collateral Agent, for itself or on behalf of any of the applicable Priority Claimholders, releases (and each Notes Collateral Agent on behalf of itself and the applicable Notes Claimholders, will be deemed to have authorized such actions) any of its Liens on any part of the Collateral, then the Liens, if any, of the Notes Collateral Agent, for itself or for the benefit of the applicable Notes Claimholder, as applicable, on such Collateral (or, if such Collateral includes the Capital Stock of any Subsidiary, the Liens on Collateral owned by such Subsidiary) shall be automatically, unconditionally and simultaneously released. Each Notes Collateral Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityany Notes Claimholders, agrees thatas the case may be, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted promptly shall execute and deliver to the Second Priority Representatives and the Second Priority Secured Parties upon other Collateral Agents or such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any Grantor such termination statements, releases and release of Liens securing the First other documents as any Priority Obligations has become effective Collateral Agent or such Grantor may request (or shall become effective concurrently with at such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourseexpense) to effectively confirm such release. (c) Until the Discharge of Priority Obligations shall occur, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representativeeach Notes Collateral Agent, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facilityapplicable Notes Claimholders, to release as the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilitycase may be, hereby irrevocably constitutes and appoints the Designated First each Priority Representative Collateral Agent and any officer or agent of the Designated First such Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretionCol- lateral Agent, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) If, at any time any Grantor, the First-Priority Collateral Agent or the holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document, (y) by way of enforcement by any First-Priority Secured Party under any applicable law, or (z) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent is exercising remedies or has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon delivery to each Second-Priority Representative of a notice from the First-Priority Collateral Agent or the Company stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), whether in connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Obligations is released and discharged. (b) Each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated First First-Priority Representative Collateral Agent and any officer or agent of the Designated First First-Priority RepresentativeCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second each Second-Priority Representative or such Second Second-Priority Secured Party or in the Designated First First-Priority RepresentativeCollateral Agent’s own name, from time to time in the Designated First First-Priority RepresentativeCollateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First First-Priority Obligations has occurred, each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event a default, of default under any First Priority Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of First First-Priority Obligations pursuant to the First First-Priority Debt Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives or the Second Second-Priority Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative(x) If, for itself and on behalf of each Second Priority at any time any Grantor or any First Lien Secured Party under its delivers notice to the Second Priority Debt Facility, agrees thatLien Collateral Agent with respect to any specified Common Collateral (including for such purpose, in the event case of any release the sale or other disposition of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (A) such specified Common Collateral has been or is being sold, transferred or otherwise disposed of any in connection with a Disposition by the owner of such Common Collateral in a transaction permitted under the First Lien Credit Agreement; or (B) the First Priority Liens thereon have been or are being released in connection with a Subsidiary of that is released from its guarantee under the BorrowerFirst Lien Credit Agreement; or (C) so long the First Priority Liens thereon have been or are being otherwise released as Disposition is permitted by the terms First Lien Credit Agreement or by the First Lien Collateral Agent on behalf of the First Lien Secured Parties (unless, in the case of clause (B) or (C) of this Section 5.1(a)(x) such release occurs in connection with, and after giving effect to, a Discharge of First Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Common Collateral by the First Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies or a sale or other disposition generating sufficient proceeds to cause the Discharge of First Lien Obligations, a “Payment Discharge”)), then the Second Priority Debt DocumentsLiens upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First Lien Obligations are released and discharged (provided that in the case of a Payment Discharge, the Liens granted to on any Common Collateral disposed of in connection with the satisfaction in whole or in part of First Lien Obligations shall be automatically released but any proceeds thereof not used for purposes of the Discharge of First Lien Obligations or otherwise in accordance with the Second Priority Representatives Lien Credit Agreement shall be subject to Second Liens and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) shall be applied pursuant to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority ObligationsSection 4.1). Upon delivery to each the Second Priority Representative Lien Collateral Agent of an Officer’s Certificate a notice from the First Lien Collateral Agent stating that any such termination and release of Liens securing or supporting the First Priority Lien Obligations has become effective (or shall become effective concurrently upon the Second Lien Collateral Agent’s release), the Second Lien Collateral Agent will promptly, at the Company’s expense, execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the First Lien Collateral Agent in connection with such termination and release release. In the case of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments sale of termination or release prepared by the Borrower capital stock of a Subsidiary or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at transaction resulting in the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of such Subsidiary’s guarantee under the Liens. Nothing First Lien Credit Agreement in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representativeaccordance with the First Lien Credit Agreement, for itself and on behalf the guarantee in favor of the Second Priority Lien Secured Parties under its Second Priority Debt FacilityParties, if any, made by such Subsidiary will automatically be released and discharged as and when, but only to release the Liens on extent, the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of guarantee by such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge Subsidiary of First Priority Lien Obligations has occurred, each Second Priority Representative, for itself is released and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreementdischarged. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) If, at any time, any Grantor, the First-Priority Collateral Agent or the holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Notes Document, (y) by way of enforcement by any First-Priority Secured Party under any applicable law, or (z) during the existence of any Event of Default under (and as defined in) the First Lien Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent is exercising remedies or has consented to such sale, transfer or disposition, including a sale pursuant to Section 363 of the Bankruptcy Code, the entry of an order of the Bankruptcy Court pursuant to Section 363 of the Bankruptcy Code, or in connection with the confirmation of a plan of reorganization in any Insolvency Proceeding, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon delivery to each Second-Priority Representative of a notice from the First-Priority Collateral Agent or the Borrower stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), whether in connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Obligations is released and discharged. (b) Each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints (which appointment is coupled with an interest and is irrevocable) the Designated First First-Priority Representative Collateral Agent and any officer or agent of the Designated First First-Priority RepresentativeCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second each Second-Priority Representative or such Second Second-Priority Secured Party or in the Designated First First-Priority RepresentativeCollateral Agent’s own name, from time to time in the Designated First First-Priority RepresentativeCollateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First First-Priority Obligations has occurred, each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event a default, of default under any First Priority Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of First First-Priority Obligations pursuant to the First First-Priority Debt Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives or the Second Second-Priority Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf at any time any Grantor or the holder of any Senior Lender Claim delivers notice to each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of Agent that any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Common Collateral (including all or substantially all of the Capital Stock equity interests of a Grantor or any Subsidiary of its Subsidiaries) (including for such purpose, in the case of the Borrowersale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) so long is: (A) sold, transferred or otherwise disposed of by the owner of such Common Collateral in a transaction permitted under the Credit Agreement, the Other First-Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any); or (B) otherwise released as Disposition is permitted by the terms of Credit Agreement and, except with respect to an exercise by the First Lien Agent pursuant to Section 3.1, the Other First-Priority Lien Obligations Credit Documents, the Second Priority Debt DocumentsSenior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any), then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens granted to the Second Priority Representatives and in favor of the Second Priority Secured Parties upon such Shared Common Collateral (will automatically be released and discharged as and when, but not upon only to the proceeds thereof) to secure Second Priority Debt Obligations shall terminate extent, such Liens on such Common Collateral securing Senior Lender Claims are released and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligationsdischarged. Upon delivery to each Second Priority Representative Agent of an Officer’s Certificate a notice from any First Lien Agent stating that any such termination and release of Liens securing se-curing or supporting the First Priority Obligations Senior Lender Claims has become effective (or shall become effective concurrently upon each Second Priority Agent’s release) (whether in connection with a sale of such termination and release of assets by the Liens granted relevant Grantor pursuant to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary preceding sentence or proper instruments of termination or release prepared by the Borrower or any other Grantorotherwise), each Second Priority Representative Agent will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, documents confirming such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentscustomary terms. (b) Each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated each First Priority Representative Lien Agent and any officer or agent of the Designated such First Priority RepresentativeLien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such each Second Priority Representative Agent or such Second Priority Secured Party holder or in the Designated such First Priority RepresentativeLien Agent’s own name, from time to time in the Designated such First Priority RepresentativeLien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations Senior Lender Claims has occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared Common Collateral or other collateral to the repayment of First Priority Obligations Senior Lender Claims pursuant to the First Priority Debt Senior Lender Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Agents or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority RepresentativeIn the event that the Applicable Collateral Agent exercises remedies against all or a portion of the Collateral resulting in a sale or disposition thereof, for itself and then Liens on behalf such Collateral in favor of each Second Priority any First Lien Secured Party under its Second Priority Debt Facility, agrees that, in the event shall be automatically released. BANKRUPTCY: In connection with any insolvency proceeding of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with Loan Party: DIP Financing: If (i1) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitutionLoan Party, as its true and lawful attorneydebtor-in-fact with full irrevocable power possession, moves for approval of debtor-in-possession financing (a “DIP Financing”) and authority in (2) the place and stead of Applicable Authorized Representative does not object to such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own nameDIP Financing, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor then (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain DIP Financing Liens are senior to the agreement of a bailee or other third party to hold Liens on any item of Shared Collateral for the benefit of or subject to the control First Lien Secured Parties, each of or, in respect of any item of Shared Collateral, to follow the instructions of or Non-Controlling Secured Parties (viias defined below) obtain the agreement of a landlord shall subordinate its Liens with respect to access such Collateral on the same terms as the Liens of the Controlling Secured Parties (as defined below) (other than any Liens of any First Lien Secured Party constituting DIP Financing Liens) are subordinated thereto and (ii) to leased premises where the extent that such DIP Financing Liens rank pari passu with the Liens on any item of Shared Collateral is located or waivers or subordination of rights Collateral, each Non-Controlling Secured Party will confirm the priorities with respect to any item of Shared Collateral in favor ofsuch Collateral, in each case so long as (A) the First Lien Secured Parties retain the benefit of their Liens on such Collateral pledged to the DIP Financing lenders, (B) the First Lien Secured Parties are granted Liens on any caseadditional collateral pledged to any other First Lien Secured Party as adequate protection or otherwise, both the Designated First Priority Representative and (C) if any Second Priority Representative amount of such DIP Financing or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates cash collateral is applied to such Shared Collateral by taking repay any of the actions set forth above only First Lien Obligations, such amount is applied in accordance with respect tothe terms of the First Lien Intercreditor Agreement and (D) if any First Lien Secured Parties are granted adequate protection, in connection with such DIP Financing or in favor ofcash collateral, the Designated proceeds of such adequate protection are applied in accordance with the terms of the First Priority RepresentativeLien Intercreditor Agreement.

Releases. (a) Each If, at any time any Grantor or the holder of any Senior Lender Claim delivers notice to the Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of Agent that any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Common Collateral (including all or substantially all of the Capital Stock equity interests of a Grantor or any Subsidiary of its Subsidiaries) (including for such purpose, in the case of the Borrowersale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) so long as Disposition is permitted sold, transferred or otherwise disposed of: (i) by the terms owner of such Common Collateral in a transaction permitted under the Second Priority Debt DocumentsSeries A Credit Agreement and the Series B Credit Agreement or (ii) following the occurrence and during the continuance of a Release Event, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens granted to the Second Priority Representatives and in favor of the Second Priority Secured Parties upon such Shared Common Collateral (will automatically be released and discharged as and when, but not upon only to the proceeds thereof) to secure Second Priority Debt Obligations shall terminate extent, such Liens on such Common Collateral securing Senior Lender Claims are released and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligationsdischarged. Upon delivery to each the Second Priority Representative Agent of an Officer’s Certificate a notice from the First Lien Agent stating that any such termination and release of Liens securing or supporting the First Priority Obligations Senior Lender Claims has become effective (or shall become effective concurrently with such termination and release of the Liens granted to upon the Second Priority Secured Parties and Agent’s release) (whether in connection with a sale of such assets by the relevant Grantor pursuant to the preceding sentence or otherwise), the Second Priority Representatives) Agent will promptly execute and any necessary deliver such instruments, releases, termination statements or proper instruments other documents confirming such release on customary terms at the expense of termination the Company. In the case of the sale of all or release prepared by substantially all of the Borrower capital stock of a Grantor or any other Grantorof its Subsidiaries, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing guarantee in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf favor of the Second Priority Secured Parties under its Second Priority Debt FacilityParties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to release the Liens on extent, the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentsguarantee by such Grantor or Subsidiary of Senior Lender Claims is released and discharged. (b) Each The Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Agent and any officer or agent of the Designated First Priority RepresentativeLien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such the Second Priority Representative or such Second Priority Secured Party Agent or in the Designated First Priority RepresentativeLien Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations Senior Lender Claims has occurred, each the Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared Common Collateral to the repayment of First Priority Obligations Senior Lender Claims pursuant to the First Priority Debt terms of the Senior Lender Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Agent or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf at any time any Pledgor or the holder of any Senior Lender Claim delivers notice to each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of Agent that any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Common Collateral (including all or substantially all of the Capital Stock equity interests of a Pledgor or any of its Subsidiaries) (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is: (A) sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction permitted under the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any); or (ii) during the existence of any Subsidiary Event of Default under (and as defined in) the Credit Agreement or the Other First Priority Lien Obligations Credit Documents to the extent that any of the BorrowerFirst Lien Agents has consented to such sale, transfer or disposition; or (B) so long otherwise released as Disposition is permitted by the terms of Credit Agreement and the Second Other First Priority Debt Lien Obligations Credit Documents, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens granted to the Second Priority Representatives and in favor of the Second Priority Secured Parties upon such Shared Common Collateral (will automatically be released and discharged as and when, but not upon only to the proceeds thereof) to secure Second Priority Debt Obligations shall terminate extent, such Liens on such Common Collateral securing Senior Lender Claims are released and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligationsdischarged. Upon delivery to each Second Priority Representative Agent of an Officer’s Certificate a notice from any First Lien Agent stating that any such termination and release of Liens securing or supporting the First Priority Obligations Senior Lender Claims has become effective (or shall become effective concurrently upon each Second Priority Agent’s release) (whether in connection with a sale of such termination and release of assets by the Liens granted relevant Pledgor pursuant to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary preceding sentence or proper instruments of termination or release prepared by the Borrower or any other Grantorotherwise), each Second Priority Representative Agent will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, documents confirming such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentscustomary terms. (b) Each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated each First Priority Representative Lien Agent and any officer or agent of the Designated such First Priority RepresentativeLien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such each Second Priority Representative Agent or such Second Priority Secured Party holder or in the Designated such First Priority RepresentativeLien Agent’s own name, from time to time in the Designated such First Priority RepresentativeLien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations Senior Lender Claims has occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared Common Collateral or other collateral to the repayment of First Priority Obligations Senior Lender Claims pursuant to the First Priority Debt Senior Lender Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Agents or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) If, at any time any Grantor, the First-Priority Collateral Agent or the holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon (i) delivery to each Second-Priority Representative of a notice from the First-Priority Collateral Agent or the Company stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), and (ii) in the case of the Notes Collateral Agent, delivery of such certificates and other documents required to be delivered under the Notes Documents, whether in connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Obligations is released and discharged. (b) Each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated First First-Priority Representative Collateral Agent and any officer or agent of the Designated First First-Priority RepresentativeCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second each Second-Priority Representative or such Second Priority Secured Party holder or in the Designated First First-Priority RepresentativeCollateral Agent’s own name, from time to time in the Designated First First-Priority RepresentativeCollateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First First-Priority Obligations has occurred, each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event a default, of default under any First Priority Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of First First-Priority Obligations pursuant to the First First-Priority Debt Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives or the Second Second-Priority Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Until the Discharge of First Lien Priority RepresentativeObligations, for itself and on behalf of each Second Priority if, at any time any Obligor or any First Lien Secured Party under its delivers notice to the Second Priority Debt Facility, agrees that, in the event of Lien Agent and any release of Liens on Shared Collateral securing Permitted Third Lien Representative that any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Collateral (including all or substantially all of the Capital Stock equity interests of a Obligor or any of its subsidiaries, which shall include for such purpose, in the case of the sale of equity interests in any such subsidiary, any Collateral held by such subsidiary or any direct or indirect subsidiary thereof) is Disposed of (other than to another Obligor), (i) by the owner of such Collateral in a transaction permitted under the RBL Credit Agreement, the Permitted Additional First Lien Documents and the Second Lien Indenture; or (ii) during the existence of any Subsidiary Event of Default under (and as defined in) the RBL Credit Agreement in connection with any Enforcement Action, exercise of rights or remedies or to the extent that the First Lien RBL Agent has consented to such Disposition; (iii) during the existence of any Event of Default under (and as defined in) any Permitted Additional First Lien Documents in connection with any Enforcement Action, exercise of rights or remedies or to the extent that the Permitted Additional First Lien Representative has consented to such Disposition; or (iv) in connection with a Disposition of any Collateral under the First Lien RBL Documents to cure a Borrowing Base Deficiency under the RBL Credit Agreement; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens securing the Second Lien Obligations and the Liens securing any Permitted Third Lien Obligations upon such Collateral will automatically be released and discharged as and upon, but only to the extent, such Liens on such Collateral securing the First Lien Obligations are released and discharged; provided that no release of the BorrowerLiens securing the Second Lien Obligations or the Liens securing the Permitted Third Lien Obligations with respect to any Collateral will be deemed to have occurred upon the Discharge of First Lien Priority Obligations (other than a Discharge of First Lien Priority Obligations occurring as a result of the application of the Proceeds of the Disposition of such Collateral to the First Lien Obligations in accordance with Section 4.2) so long and the Liens securing the Second Lien Obligations and any Permitted Third Lien Obligations shall attach to any Proceeds of such Collateral that remain after the Discharge of First Lien Priority Obligations. Upon (i) delivery to the Second Lien Agent and each Permitted Third Lien Representative of a notice from any First Lien Agent or the Company, which notice states that any release of Liens securing or supporting any First Lien Obligations (or any portion thereof) has become effective (or shall become effective upon the release by the Second Lien Agent and each Permitted Third Lien Representative) and (ii) in the case of the Second Lien Agent and each Permitted Third Lien Representative, delivery of such certificates and other documents required to be delivered under the Second Lien Indenture or the Permitted Third Lien Documents (as the case may be), whether in connection with a sale of such assets by the relevant Obligor pursuant to the preceding clauses or otherwise, the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each shall promptly execute and deliver such instruments, releases, termination statements or other documents or instruments confirming such release on customary terms or otherwise reasonably satisfactory to such First Lien Agent and the Company, it being understood that all reasonable and documented out-of-pocket expenses incurred by any Second Lien Secured Parties or any Permitted Third Lien Secured Parties (and, in each case, their respective representatives) in connection with the execution and delivery of such release documents or instruments shall be borne by the Obligors. In the case of the Disposition of all or substantially all of the equity interests of a Obligor or any of its subsidiaries, the guarantee in favor of the Second Lien Secured Parties or any Permitted Third Lien Secured Parties, in each case, if any, made by such Obligor or such subsidiary will automatically be released and discharged as and upon, but only to the extent, the guarantee by such Obligor or such subsidiary of the First Lien Obligations is released and discharged if (A) such Disposition is permitted by the terms of the Second Priority Debt First Lien Documents, (B) such Disposition is made during the Liens granted to existence of any Event of Default under (and as defined in) the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds RBL Credit Agreement in connection with the Second Priority Debt Obligations not otherwise in contravention any Enforcement Action, exercise of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver rights or afford control over any item of Shared Collateral to, remedies or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent that the First Lien RBL Agent has consented to such item Disposition, or (C) such Disposition is made during the existence of Shared Collateral cannot be held any Event of Default under (and as defined in) any Permitted Additional First Lien Documents in trust for multiple parties under applicable law)connection with any Enforcement Action, (vi) obtain the agreement exercise of a bailee rights or other third party to hold any item of Shared Collateral for the benefit of remedies or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until extent that the applicable Discharge of Permitted Additional First Priority Obligations Lien Representative has occurred, comply with such requirement under the Second Priority Collateral Document as it relates consented to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority RepresentativeDisposition.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees thatIf, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with with: (i) the exercise of the First-Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1 hereof, including any sale, lease, exchange, transfer or other disposition of any such Collateral (any of the foregoing, a “Remedial Action”); (ii) if not in connection with the exercise of remedies in respect of Collateralany sale, lease, exchange, transfer, conveyance or other disposition (any Disposition of Shared Collateral (including all or substantially all of the Capital Stock foregoing, a “Disposition”) of any Subsidiary of the Borrower) so long as Disposition is Collateral permitted by under the terms of the Second Priority Debt First-Lien Credit Documents (whether or not an “event of default” thereunder or under any Second-Lien Credit Document has occurred and is continuing); or (iii) any agreement (not contravening the First-Lien Credit Documents, ) between the Liens granted to the Second Priority Representatives First-Lien Collateral Agent and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other GrantorGrantor (x) to release the First-Lien Collateral Agent’s Lien on any portion of the Collateral (other than in connection with, each Second Priority Representative will promptly executeor in anticipation of, deliver a Discharge of First-Lien Credit Agreement Obligations or acknowledgea Discharge of First-Lien Obligations) or (y) to release any Grantor from its obligations under the First-Lien Obligations (other than in connection with, or in anticipation of, a Discharge of First-Lien Credit Agreement Obligations or a Discharge of First-Lien Obligations); there occurs the release by the First-Lien Collateral Agent, acting on its own or at the Borrower’s direction of the Required First-Lien Creditors, of any of its Liens on any part of the Collateral, or of any Grantor from its obligations under the other Grantor’s sole cost First-Lien Obligations, then the Liens, if any, of the Second-Lien Collateral Agent, for itself and expense for the benefit of the Second-Lien Creditors, on such Collateral, and without the obligations of such Grantor under the Second-Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second-Lien Collateral Agent, for itself or on behalf of any recoursesuch Second-Lien Creditors, representation promptly shall execute and deliver to the First-Lien Collateral Agent or warranty, such instruments to evidence Grantor such termination statements, releases and release other documents as the First-Lien Collateral Agent or such Grantor may request to effectively confirm such release; provided however that if an “event of default” then exists under the Credit Agreement and the Discharge of First-Lien Obligations occurs concurrently with any such release, the Second-Lien Collateral Agent (on behalf of the Liens. Nothing in this Section 5.01(aSecond-Lien Creditors) will shall be deemed entitled to affect any agreement receive the residual cash or cash equivalents (if any) constituting Collateral or proceeds thereof remaining after giving effect to such release and the Discharge of a Second Priority Representativethe First-Lien Obligations. (b) Until the Discharge of First-Lien Obligations occurs, the Second-Lien Collateral Agent, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilitySecond-Lien Creditors, hereby irrevocably constitutes and appoints the Designated First Priority Representative First-Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeFirst-Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative the Second-Lien Collateral Agent or such Second Priority Secured Party other Second-Lien Creditor or in the Designated First Priority RepresentativeFirst-Lien Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeFirst-Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until If, prior to the Discharge of First First-Lien Obligations, a subordination of the First-Lien Collateral Agent’s Lien on any Collateral is permitted (or in good faith believed by the First-Lien Collateral Agent to be permitted) under the Credit Agreement to another Lien permitted under the Credit Agreement (a “Priority Obligations has occurredLien”), each Second Priority Representativethen the First-Lien Collateral Agent is authorized to execute and deliver a subordination agreement with respect thereto in form and substance satisfactory to it, and the Second-Lien Collateral Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilitythe Second-Lien Creditors, hereby consents shall promptly execute and deliver to the application, whether prior to First-Lien Collateral Agent or after the relevant Grantor an event of default under any First Priority Debt Document of proceeds of Shared Collateral to identical subordination agreement subordinating the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights Liens of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Second-Lien Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral Agent for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates Second-Lien Creditors to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority RepresentativeLien.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations If in connection with (i) any Enforcement Event by the First Lien Collateral Agent or any other exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral, the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or (ii) releases any Guarantor Subsidiary from its obligations under its guaranty of the First Lien Obligations, then the Liens, if not any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. If in connection with the any Enforcement Event or other exercise of rights and remedies in by the First Lien Collateral Agent the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Lien Collateral Agent releases its Lien on the property or assets of such Person then the Liens of Second Lien Collateral Agent with respect to the property or assets of Collateral, any Disposition of Shared Collateral (including all or substantially all such Person will be automatically released to the same extent as the Liens of the Capital Stock First Lien Collateral Agent. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor Subsidiary may request to effectively confirm the foregoing releases. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the Borrower) so long as Disposition is permitted by First Lien Loan Documents and not expressly prohibited under the terms of the Second Priority Debt DocumentsLien Note Facility Documents (other than in connection with an Enforcement Event or other exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens granted on any part of the Collateral, or releases any Guarantor Subsidiary from its obligations under its guaranty of the First Lien Obligations, in each case other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Indenture, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the Second Priority Representatives First Lien Collateral Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Second Priority Secured Parties upon such Shared Lien Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeAgent, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholders, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeLien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Collateral Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeLien Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this AgreementLien Obligations. (d) Notwithstanding anything Until the Discharge of First Lien Obligations occurs, to the contrary in any Second Priority extent that the First Lien Collateral Document, in Agent or the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor Lien Claimholders (i) to make payment in respect of have released any item of Shared Collateral, Lien on Collateral or any Guarantor Subsidiary from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) to deliver obtain any new liens or afford control over additional guarantees from any item of Shared Guarantor Subsidiary, then the Second Lien Collateral toAgent, or deposit for itself and for the Second Lien Claimholders, shall be granted a Lien on any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared such Collateral, with instructions or orders fromsubject to the lien subordination provisions of this Agreement, or to treat, in respect of any item of Shared Collateraland an additional guaranty, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativecase may be.

Releases. (a) (i) If in connection with any Enforcement Action by the ABL Collateral Agent or any other exercise of the ABL Collateral Agent’s remedies in respect of the ABL Priority Collateral, in each case prior to the Discharge of ABL Obligations, the ABL Collateral Agent, for itself or on behalf of any of the ABL Claimholders represented by it, releases any of its Liens on any part of the ABL Priority Collateral, then the Liens, if any, of each Senior Term Collateral Agent, for itself or for the benefit of the Senior Term Claimholders represented by it, and any Junior Term Collateral Agent, for itself or for the benefit of the Junior Term Claimholders represented by it, on such ABL Priority Collateral (but not the proceeds thereof) shall be automatically, unconditionally and simultaneously released. Each Second Senior Term Collateral Agent, for itself or for the benefit of the Senior Term Claimholders represented by it, and any Junior Term Collateral Agent, for itself or for the benefit of the Junior Term Claimholders represented by it, promptly shall execute and deliver to such enforcing ABL Collateral Agent or Grantor such termination statements, releases and other documents as the ABL Collateral Agent or Grantor may request to effectively confirm the foregoing releases. (b) If, in connection with any sale, lease, exchange, transfer or other disposition of any ABL Priority RepresentativeCollateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the ABL Loan Documents and permitted under the terms of the Senior Term Loan Documents or Junior Term Loan Documents (other than in connection with an Enforcement Action or other exercise of the ABL Collateral Agent’s remedies in respect of the ABL Priority Collateral which shall be governed by Section 5.1(a) above), each of the ABL Collateral Agent, for itself and on behalf of each Second any of the ABL Claimholders represented by it, releases any of its Liens on any part of the ABL Priority Secured Party under its Second Priority Debt Facility, agrees thatCollateral, in each case other than (A) in connection with, or following, the event Discharge of ABL Obligations and (B) after the occurrence and during the continuance of any release Event of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) Default under the exercise of remedies in respect of Collateral Senior Term Loan Documents or (ii) Junior Term Loan Documents, then the Liens, if not in connection with the exercise of remedies in respect of Collateralany, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Senior Term Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeAgent, for itself and on behalf or for the benefit of the Second Senior Term Claimholders represented by it, and the Junior Term Collateral Agent, for itself or for the benefit of the Junior Term Claimholders represented by it, on such ABL Priority Secured Parties under its Second Priority Debt FacilityCollateral, shall be automatically, unconditionally and simultaneously released. The Senior Term Collateral Agent, for itself or for the benefit of the Senior Term Claimholders represented by it, and the Junior Term Collateral Agent, for itself or for the benefit of the Junior Term Claimholders represented by it, promptly shall execute and deliver to release the Liens on ABL Collateral Agent or such Guarantor such termination statements, releases and other documents as the Second Priority ABL Collateral as set forth in the relevant Second Priority Debt DocumentsAgent or such Grantor may request to effectively confirm such release. (bc) Each Second Priority RepresentativeUntil the Discharge of ABL Obligations occurs, the Senior Term Collateral Agent, for itself or for the benefit of the Senior Term Claimholders represented by it, and on behalf the Junior Term Collateral Agent, for itself or for the benefit of each Second Priority Secured Party under its Second Priority Debt Facilitythe Junior Term Claimholders represented by it, hereby irrevocably constitutes and appoints the Designated First Priority Representative ABL Collateral Agent and any officer or agent of the Designated First Priority RepresentativeABL Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative the Senior Term Collateral Agent, the Junior Term Collateral Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeABL Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeABL Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this AgreementABL Obligations. (d) Notwithstanding anything Until the Discharge of ABL Obligations occurs, to the contrary in any Second Priority extent that the ABL Collateral Document, in Agent and the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor ABL Claimholders represented by it (i) to make payment in respect of have released any item of Shared Collateral, Lien on ABL Priority Collateral or any Guarantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) to deliver obtain any new liens or afford control over additional guarantees from any item Guarantor, then the Senior Term Collateral Agent, for itself or for the benefit of Shared the Senior Term Claimholders represented by it, and the Junior Term Collateral toAgent, for itself or deposit for the benefit of the Junior Term Claimholders represented by it, shall be granted a Lien on any item of Shared such ABL Priority Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (except to the extent such item of Shared lien represents a Term Declined Lien with respect to the Indebtedness represented by the Senior Term Lien Collateral cannot be held in trust for multiple parties under applicable lawAgent or Junior Lien Collateral Agent, as applicable), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control lien subordination provisions of orthis Agreement, in respect of any item of Shared Collateraland an additional guaranty, to follow as the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativecase may be.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority (x) If at any time any Grantor or any First Lien Secured Party under its Second Priority Debt Facility, agrees thatdelivers notice to the Junior Lien Representative with respect to any specified Collateral (including for such purpose, in the event case of any release the sale or other disposition of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock equity interests in any Subsidiary, any Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (A) such specified Collateral has been or is being sold, leased, exchanged, transferred or otherwise disposed of any by the owner of such Collateral in a transaction permitted under the First Lien Documents and the Junior Lien Documents; or (B) the First Priority Liens thereon have been or are being released in connection with the release of a Subsidiary from its guarantee under all of the BorrowerFirst Lien Documents or (C) so long the First Priority Liens thereon have been or are being otherwise released as Disposition is permitted by the terms First Lien Documents or by the First Lien Representative on behalf of the Second Priority Debt DocumentsFirst Lien Secured Parties (unless, in the case of clause (B) or (C) of this Section 5.1(a)(x), such release occurs in connection with, and after giving effect to, a Discharge of First Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Collateral by the First Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies, a “Payment Discharge”)), then the Junior Liens upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Collateral securing First Lien Obligations are released and discharged (provided that in the case of any release of Collateral not pursuant to a Payment Discharge, the Liens granted to on any Collateral disposed of in connection with the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt satisfaction in whole or in part of First Lien Obligations shall terminate and be released, automatically and without released but any further action, concurrently proceeds thereof not used for purposes of the Discharge of First Lien Obligations or otherwise in accordance with the termination First Lien Documents shall be subject to Junior Liens and release of all Liens granted upon such Shared Collateral shall be applied pursuant to secure First Priority ObligationsSection 4.1). Upon delivery to each Second Priority the Junior Lien Representative of an Officer’s Certificate a notice from the First Lien Representative stating that any such termination and release of Liens securing or supporting the First Priority Lien Obligations has become effective (or shall become effective concurrently upon the Junior Lien Representative’s release), the Junior Lien Representative will promptly, at the Company’s expense, execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the First Lien Representative in connection with such termination and release release. In the case of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments sale of termination or release prepared by the Borrower capital stock of a Subsidiary or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at transaction resulting in the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of such Subsidiary’s guarantee under the Liens. Nothing First Lien Documents in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representativeaccordance with the First Lien Documents, for itself and on behalf the guarantee in favor of the Second Priority Junior Lien Secured Parties under its Second Priority Debt FacilityParties, to release the Liens on the Second Priority Collateral if any, made by such Subsidiary will automatically be released and discharged as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representativeand when, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents but only to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor ofextent, the Designated guarantee by such Subsidiary of all First Priority RepresentativeLien Obligations is released and discharged.

Releases. (a) Each Second Priority RepresentativeExcept as otherwise expressly provided herein, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in ABL Agent shall have the event exclusive right to make determinations regarding the release or Disposition of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by pursuant to the terms of the Second Priority Debt DocumentsABL Loan Documents without any consultation with, consent of, or notice to Term Agent or any Term Loan Claimholder. Except as otherwise expressly provided herein, Term Agent shall have the Liens granted exclusive right to make determinations regarding the release or Disposition of any Collateral pursuant to the Second Priority Representatives and terms of the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and Term Loan Documents in each case without any further actionconsultation with, concurrently with the termination and release of all Liens granted upon such Shared Collateral consent of, or notice to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower ABL Agent or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt DocumentsABL Claimholder. (b) Each Second Other than in connection with an Insolvency Proceeding, if, prior to the Discharge of the ABL Priority RepresentativeObligations, in connection with the Exercise of Secured Creditor Remedies by ABL Agent as provided for in Section 3 (with the proceeds thereof being applied as set forth in Section 4.1), ABL Agent releases any of its Liens on any part of the ABL Priority Collateral or in connection with a Disposition of the equity interests of any Grantor, releases such Grantor from its obligations in respect of the ABL Obligations (collectively, an “ABL Post-Default Disposition”), then the Lien, of Term Agent on such ABL Priority Collateral, and the obligations of such Grantor in respect of the Term Loan Obligations, shall be automatically, unconditionally, and simultaneously released; provided that ABL Agent provides Term Agent ten (10) Business Day notice of any such Disposition (which notice shall include a summary of the terms thereof and the expected date of the proposed Disposition) prior to such release by ABL Agent and such Disposition is consummated on substantially the terms set forth in such notice within thirty (30) days thereafter. Term Agent, for itself and or on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityany such Term Loan Claimholders, hereby irrevocably constitutes promptly shall execute and appoints the Designated First Priority Representative and any officer deliver to ABL Agent such termination or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination amendment statements, endorsements or releases, and other instruments of transfer or documents as ABL Agent may request to effectively confirm such release. (c) Unless and until Other than in connection with an Insolvency Proceeding, if, prior to the Discharge of First the Term Loan Priority Obligations has occurredObligations, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Exercise of Secured Creditor Remedies by Term Agent as provided for in Section 3 (with the proceeds thereof being applied as set forth in Section 4.1), Term Agent releases any of its Liens on any part of the Term Loan Priority Debt Collateral or in connection with a Disposition of the equity interests of any Grantor, releases such Grantor from its obligations in respect of the Term Loan Obligations not otherwise (collectively, a “Term Loan Post-Default Disposition”), then the Liens, of ABL Agent on such Term Loan Priority Collateral, and the obligations of such Grantor in contravention respect of this Agreementthe ABL Obligations, shall be automatically, unconditionally, and simultaneously released; provided that Term Agent provides ABL Agent ten (10) Business Day notice of any such Disposition (which notice shall include a summary of the terms thereof and the expected date of the proposed Disposition) prior to such release by Term Agent and such Disposition is consummated on substantially the terms set forth in such notice within thirty (30) days thereafter. ABL Agent, for itself or on behalf of any such ABL Claimholders, promptly shall execute and deliver to Term Agent such termination or amendment statements, releases, and other documents as Term Agent may request to effectively confirm such release. (d) Notwithstanding anything Except as provided in Section 5.1(b) and (c), as applicable, neither the ABL Agent nor the Term Agent shall have any obligation to release any of its Liens on any portion of the Collateral that is the subject of any Disposition, or release any Grantor from its obligations in respect of the ABL Obligations or Term Loan Obligations, as applicable, unless such Disposition is permitted under both the ABL Loan Documents as in effect as of the date hereof and the Term Loan Documents as in effect as of the date hereof. (e) Until the Discharge of ABL Priority Obligations occurs, to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor extent that ABL Agent or ABL Claimholders (i) have released any Lien on ABL Priority Collateral or any Grantor with respect to make payment in respect of the ABL Obligations, and any item of Shared Collateralsuch Liens or obligations are later reinstated, or (ii) to deliver or afford control over obtain any item of Shared Collateral to, or deposit new Liens from any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights Grantor with respect to any item ABL Priority Collateral or obtain a guaranty from any Grantor of Shared Collateral in favor ofthe ABL Obligations, then Term Agent, for itself and for Term Loan Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor, as the case may be. No such reinstatement of the Liens of the ABL Agent and ABL Claimholders shall in any caseevent require the Term Agent or the Term Loan Claimholders to pay over to the ABL Agent or the ABL Claimholders any amounts which the Term Agent or the Term Loan Claimholders may have received in connection with and after the release of their Liens on such Collateral prior to such reinstatement. (f) Until the Discharge of Term Loan Priority Obligations occurs, both to the Designated First extent that Term Agent or Term Loan Claimholders (i) have released any Lien on Term Loan Priority Representative Collateral or any Grantor with respect to the Term Loan Obligations, and any Second Priority Representative such Liens or Second Priority Secured Partyobligations are later reinstated, such or (ii) obtain any new Liens from any Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second respect to any Term Loan Priority Collateral Document or obtain a guaranty from any Grantor of the Term Loan Obligations, then ABL Agent, for itself and for ABL Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor, as it relates the case may be. No such reinstatement of the Liens of the Term Agent and Term Loan Claimholders shall in any event require the ABL Agent or the ABL Claimholders to pay over to the Term Agent or the Term Loan Claimholders any amounts which the ABL Agent or the ABL Claimholders may have received in connection with and after the release of their Liens on such Collateral prior to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativereinstatement.

Releases. (a) Each Second Priority RepresentativeThe First Lien Collateral Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilitythe First Lien Claimholders, agrees that, in will have the event exclusive right (subject to the provisions of the First Lien Credit Agreement and the provisions of clause (b) below) to make determinations regarding the release or disposition of any release Collateral, without any consultation with, consent of Liens on Shared or notice to the Second Lien Collateral securing Agent or any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not Second Lien Claimholder. If in connection with the exercise of the First Lien Collateral Agent’s rights and remedies in respect of Collateralthe Collateral provided for in Section 3.01, the First Lien Collateral Agent, for itself or on behalf of any Disposition of Shared Collateral (including all or substantially all of the Capital Stock First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases Holdings or any Subsidiary Guarantor from its obligations under its guarantee of the Borrower) so long as Disposition is permitted by First Lien Obligations, then the terms Liens, if any, of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Lien Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeAgent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of Holdings or such Subsidiary Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the Second Priority Secured Parties under its Second Priority Debt FacilityFirst Lien Collateral Agent or Holdings or such Subsidiary Guarantor, as applicable, such termination statements, releases and other documents as the First Lien Collateral Agent, Holdings or such Subsidiary Guarantor may request to effectively confirm such release (or to the Liens on extent the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentsforegoing automatic release is ineffective for any reason, cause such release). (b) Each Second Priority RepresentativeIf in connection with any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents (including any amendment thereof or waiver thereunder) (other than in connection with the exercise of the First Lien Collateral Agent’s rights and remedies in respect of the Collateral provided for in Section 3.01), the First Lien Collateral Agent, for itself and or on behalf of each Second Priority Secured Party any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases Holdings any Subsidiary Guarantor from its obligations under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent guarantee of the Designated First Priority RepresentativeLien Obligations, in each case other than (i) in connection with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Lien Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.and

Releases. If, at any time any Grantor or the holder of any Senior Obligations delivers notice to the Junior Collateral Agent that any specified Common Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Equity Interests in any Subsidiary): (a) by the owner of such Common Collateral in a transaction permitted under each of the Senior Documents and Junior Documents; or (b) during the existence of any “Event of Default” under (and as defined in) the Financing Agreements by the owner of such Common Collateral (to the extent the Senior Collateral Agent has consented to such sale, transfer or disposition); or (c) by the Senior Collateral Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Junior Holders upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing the Senior Obligations are released and discharged. Upon delivery to each Junior Collateral Agent of a notice from the Senior Collateral Agent stating that any release of Liens by the Senior Collateral Agent securing or supporting the Senior Obligations on any Common Collateral has become effective (or shall become effective upon each Junior Collateral Agent’s release), each Junior Collateral Agent will promptly execute and deliver, and authorize the filing of, such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) in all relevant jurisdictions confirming such release on customary terms at the request and expense of the Company. Each Second Priority RepresentativeJunior Collateral Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityapplicable Junior Holder, hereby irrevocably constitutes and appoints the Designated First Priority Representative Senior Collateral Agent and any officer or agent of the Designated First Priority RepresentativeSenior Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative Junior Collateral Agent or such Second Priority Secured Party Junior Holder or in the Designated First Priority RepresentativeSenior Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeSenior Collateral Agent’s discretiondetermination, for the purpose of carrying out the terms of this Section 5.01(a)6.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)6.1, including authorizing the filing of any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, ; provided that nothing in the Senior Collateral Agent shall not exercise such power of attorney unless the Junior Collateral Agents have failed to comply with their obligations under this Section 5.01(c) shall be construed to prevent or impair 6.1 within two Business Days after demand by the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this AgreementSenior Collateral Agent. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) If, at any time any Grantor or the holder of any ABL Priority Claim delivers notice to the Term Loan Agents that any specified ABL Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (i) by the owner of such ABL Priority Collateral in a transaction permitted under the ABL Credit Agreement, the Term Loan Credit Agreement and each other ABL Loan Document (if any) and Term Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement by the owner of such ABL Priority Collateral (to the extent the ABL Agent has consented to such sale, transfer or disposition) or by the ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term Loan Lenders upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Claims are released and discharged. Upon delivery to each Term Loan Agent of a notice from the ABL Agent stating that any release of Liens by the ABL Agent securing or supporting the ABL Claims on any ABL Priority Collateral has become effective (or shall become effective upon each Term Loan Agent’s release), each Term Loan Agent will promptly execute, file and deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the Company. Each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby irrevocably constitutes and appoints the Designated First Priority Representative ABL Agent and any officer or agent of the Designated First Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative Term Loan Agent or such Second Priority Secured Party Term Loan Lender or in the Designated First Priority RepresentativeABL Agent’s own name, from time to time in the Designated First Priority RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.01(a5.1(a), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the ABL Agent shall not exercise such power of attorney unless the Term Loan Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the ABL Agent. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the Term Loan Lenders, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of ABL Priority Claims is released and discharged. (b) Subject to Section 5.6, if, at any time any Grantor or the holder of any Term Loan Claim delivers notice to the ABL Agent that any specified Term Loan Priority Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any Term Loan Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the owner of such Term Loan Priority Collateral in a transaction permitted under the Term Loan Credit Agreement, the ABL Credit Agreement and each other Term Loan Document (if any) and ABL Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Term Loan Credit Agreement (or any other Credit Agreement governing Future Senior Term Indebtedness) by the owner of such Term Loan Priority Collateral (to the extent the applicable Term Loan Agents have consented to such sale, transfer or disposition) or by a Term Loan Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term Loan Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Loan Priority Collateral securing Term Loan Claims are released and discharged. Upon delivery to the ABL Agent of a notice from the applicable Term Loan Agent stating that any release of Liens by the Term Loan Agents securing or supporting the Term Loan Claims on any Term Loan Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute, file and deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the Company. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the ABL Lenders, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Term Loan Claims is released and discharged. The ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints each Term Loan Agent and any officer or agent of such Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Lender or in the Term Loan Agent’s own name, from time to time in the Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the applicable Term Loan Agent shall not exercise such power of attorney unless the ABL Agent has failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the applicable Term Loan Agent. (c) Unless and until the Discharge of First ABL Priority Obligations Claims has occurred, each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared ABL Priority Collateral to the repayment of First ABL Priority Obligations Claims pursuant to the First Priority Debt Documents, ABL Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Term Loan Agents or the Second Priority Secured Parties Term Loan Lenders to receive proceeds in connection with the Second Priority Debt Obligations Term Loan Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document Unless and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations Term Loan Claims has occurred, comply with such requirement under the Second ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term Loan Priority Collateral Document as it relates to such Shared Collateral by taking any the repayment of Term Loan Claims pursuant to the Term Loan Credit Agreements; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the actions set forth above only ABL Agent or the ABL Lenders to receive proceeds in connection with respect to, or the ABL Claims not otherwise in favor of, the Designated First Priority Representativecontravention of this Agreement.

Releases. (a) Each Second Priority Lien Authorized Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityLien Secured Parties, agrees that, in the event of a sale, transfer or other disposition of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition specified item of Shared Collateral (including all or substantially all of the Capital Stock equity interests of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt DocumentsSubsidiary), the Liens granted to the Second Priority Lien Authorized Representatives and the Second Priority Lien Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Lien Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Lien Obligations. Upon delivery to each a Second Priority Lien Authorized Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Lien Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Lien Secured Parties and the Second Priority Lien Authorized Representatives) and any necessary or proper instruments of termination or release prepared by the Parent, the Borrower or any other Grantor, each such Second Priority Lien Authorized Representative will promptly execute, deliver or acknowledge, at the Parent’s, the Borrower’s or the such other Grantor’s sole cost and expense and without any recourse, representation or warrantyexpense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Lien Authorized Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt FacilityLien Secured Parties, to release the Liens on the Second Priority Lien Collateral as set forth in the relevant Second Priority Debt Lien Documents. (b) Each Second Priority Lien Authorized Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityLien Secured Parties, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeLien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Lien Authorized Representative or such Second Priority Lien Secured Party or in the Designated First Priority RepresentativeLien Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Collateral Agent’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of the First Priority Lien Obligations has occurred, each Second Priority Lien Authorized Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityLien Secured Parties, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Lien Document of proceeds of Shared Collateral to the repayment of First Priority Lien Obligations pursuant to the First Priority Debt Lien Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Lien Authorized Representatives or the Second Priority Lien Secured Parties to receive proceeds in connection with the Second Priority Debt Lien Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Lien Security Document, in the event the terms of a First Priority Collateral Lien Security Document and a Second Priority Collateral Lien Security Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative Lien Collateral Agent and any Second Priority Lien Authorized Representative or Second Priority Lien Secured Party, such Grantor may, until the applicable Discharge of the First Priority Lien Obligations has occurred, comply with such requirement under the Second Priority Collateral Lien Security Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority RepresentativeLien Collateral Agent.

Releases. (a) Each Second If in connection with any Enforcement Action by the First Priority RepresentativeCollateral Agent or any other exercise of the First Priority Collateral Agent’s remedies in respect of the Collateral, in each case, prior to the Discharge of First Priority Obligations, the First Priority Collateral Agent, for itself and or on behalf of each Second any of the First Priority Secured Party Claimholders, releases any of its Liens on any part of the Collateral or releases any Subsidiary Guarantor from its obligations under its Second Priority Debt Facility, agrees that, in guarantee of the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise sale of remedies in respect all of the Equity Interests of such Subsidiary Guarantor, then the Liens, if any, of the Second Priority Collateral Agent, for itself or (ii) if not for the benefit of the Second Priority Secured Parties, on such Collateral, and the obligations of such Subsidiary Guarantor under its guarantee of the Second Priority Obligations, shall be automatically, unconditionally and simultaneously released. If in connection with the any Enforcement Action or other exercise of rights and remedies by the First Priority Collateral Agent, in each case, prior to the Discharge of First Priority Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Priority Collateral Agent releases its Lien on the property of such Person then the Liens of Second Priority Collateral Agent with respect to the property of Collateralsuch Person will be automatically released to the same extent as the Liens of the First Priority Collateral Agent. The Second Priority Collateral Agent, for itself or on behalf of any such Second Priority Secured Parties, at the Company’s expense, promptly shall execute and deliver to the First Priority Collateral Agent or such Subsidiary Guarantor such termination statements, releases and other documents as the First Priority Collateral Agent or such Subsidiary Guarantor may reasonably request to effectively confirm the foregoing releases. (b) If in connection with any Disposition of Shared Collateral (including all or substantially all permitted under the terms of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by First Priority Loan Documents and not expressly prohibited under the terms of the Second Priority Debt DocumentsIndenture Documents (other than in connection with an Enforcement Action or other exercise of the First Priority Collateral Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a)), the First Priority Collateral Agent, for itself or on behalf of any of the First Priority Claimholders, releases any of its Liens granted to on any part of the Collateral, or releases any Subsidiary Guarantor from its obligations under its guarantee of the First Priority Obligations in connection with the sale of all of the Equity Interests of such Subsidiary Guarantor, in each case other than in connection with, or following, the Discharge of First Priority Obligations, then the Liens, if any, of the Second Priority Representatives and Collateral Agent, for itself or for the benefit of the Second Priority Secured Parties upon Parties, on such Shared Collateral (but not upon Collateral, and the proceeds thereof) to secure obligations of such Subsidiary Guarantor under its guarantee of the Second Priority Debt Obligations shall terminate be automatically, unconditionally and be simultaneously released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each The Second Priority Representative Collateral Agent, for itself or on behalf of an Officer’s Certificate stating that any such termination Second Priority Secured Parties, at the Company’s expense, promptly shall execute and release of Liens securing deliver to the First Priority Obligations has become effective (Collateral Agent or shall become effective concurrently with such Subsidiary Guarantor such termination statements, releases and release other documents as the First Priority Collateral Agent or such Subsidiary Guarantor may reasonably request to effectively confirm such release. (c) Until the Discharge of the Liens granted to First Priority Obligations occurs, the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeCollateral Agent, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityParties, hereby irrevocably constitutes and appoints the Designated First Priority Representative Collateral Agent and any officer or agent of the Designated First Priority RepresentativeCollateral Agent, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of such the Second Priority Representative Collateral Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeCollateral Agent’s own name, from time to time in the Designated First Priority RepresentativeCollateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this AgreementObligations. (d) Notwithstanding anything to Until the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurredoccurs, comply with to the extent that the First Priority Collateral Agent or the First Priority Claimholders (i) have released any Lien on Collateral or any Subsidiary Guarantor from its obligation under its guarantee and any such requirement under Lien or guarantee is later reinstated or (ii) obtain any new Liens or additional guarantees from any Subsidiary Guarantor, then the Second Priority Collateral Document Agent, for itself and for the Second Priority Secured Parties, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of this Agreement, and an additional guarantee, as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativecase may be.

Releases. (a) Each Second Priority If in connection with any Enforcement Action by any Senior Representative, any Senior Collateral Agent (including any Enforcement Action referenced in clause (e) of the definition thereof that is taken by any Grantor with the consent of the applicable Senior Representative or Senior Collateral Agent (or the requisite Senior Claimholders) or any other exercise of any Senior Representative’s or any Senior Collateral Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of Senior Obligations, such Senior Collateral Agent, for itself or on behalf of any of the Senior Claimholders represented by it, releases any of its Liens on any part of the Collateral or such Senior Representative, for itself or on behalf of any of the Senior Claimholders represented by it, releases any Guarantor Subsidiary from its obligations under its guaranty of any of the Senior Obligations, then the Liens, if any, of the Third Lien Collateral Agent, for itself or for the benefit of the Third Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Third Lien Obligations, shall be automatically, unconditionally and simultaneously released; provided that the net proceeds of such Enforcement Action will be applied to repay the Senior Obligations in accordance with the Senior Loan Documents. If in connection with any Enforcement Action or other exercise of rights and remedies by any Senior Representative or any Senior Collateral Agent, in each case prior to the Discharge of Senior Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and such Senior Collateral Agent releases its Lien on the property or assets of such Person then the Liens, if any, of the Third Lien Collateral Agent, for itself or for the benefit of the Third Lien Claimholders, with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of such Senior Collateral Agent. The Third Lien Representative and the Third Lien Collateral Agent, for itself or on behalf of any Third Lien Claimholders represented by it, promptly shall execute and deliver to the Senior Representatives, the Senior Collateral Agents or such Guarantor Subsidiary such termination statements, releases and other documents as the any Senior Representative, any Senior Collateral Agent or such Grantor may request to effectively confirm the foregoing releases. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the Senior Loan Documents and the Third Lien Loan Documents (other than in connection with an Enforcement Action or other exercise of any Senior Representative’s and/or Senior Collateral Agent’s remedies in respect of the Collateral, which shall be governed by Section 6.1(a)), any Senior Collateral Agent, for itself or on behalf of any Senior Claimholder represented by it, releases any of its Liens on any part of the Collateral, or any Senior Representative, for itself or on behalf of any Senior Claimholder represented by it, releases any Guarantor Subsidiary from its obligations under its guaranty of any of the Senior Obligations in each case other than (A) in connection with, or following, the Discharge of Senior Obligations, or (B) after the occurrence and during the continuance of any Event of Default under (and as defined in) any Third Lien Loan Document, then the Liens, if any, of the Third Lien Collateral Agent, for itself or for the benefit of the Third Lien Claimholders represented by it, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Third Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityother Third Lien Claimholder represented by it, agrees that, in shall promptly execute and deliver to the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt DocumentsSenior Representative, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon Senior Collateral Agents or such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any Guarantor Subsidiary such termination statements, releases and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and other documents as any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Senior Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, Senior Collateral Agent or such Guarantor Subsidiary may request to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentseffectively confirm such release. (bc) Each Second Priority RepresentativeUntil the Discharge of Senior Obligations occurs, the Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityother Third Lien Claimholder represented by it, hereby irrevocably constitutes and appoints the Designated First Priority Representative Senior Collateral Agent and any officer or agent of the Designated First Priority RepresentativeSenior Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Third Lien Representative, the Third Lien Collateral Agent and such Second Priority Representative or such Second Priority Secured Party Third Lien Claimholders or in the Designated First Priority RepresentativeSenior Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeSenior Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)6.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)6.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of First Priority Senior Obligations. (d) Until the Discharge of Senior Obligations occurs, to the extent that any Senior Collateral Agent, any Senior Representative or any Senior Claimholder, (i) has occurredreleased any Lien on Collateral or any Guarantor Subsidiary from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) obtains any new Liens from any Grantor or additional guarantees from any Guarantor Subsidiary, then the Third Lien Collateral Agent, for itself and for the Third Lien Claimholders represented by it, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of this Agreement, and each Second Priority Third Lien Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityfor the Third Lien Claimholders represented by it, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make granted an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateraladditional guarantee, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativecase may be.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any release specified item of Liens on Shared Collateral securing (including all or substantially all of the equity interests of any First Priority Obligations subsidiary of the Grantors) (i) in connection with (i) the exercise of remedies in respect of such Shared Collateral or (ii) if not in connection with the exercise of remedies in respect of such Shared Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition (A) an Event of Default (as defined in and under any Second Priority Debt Document) has not occurred and is continuing or (B) such sale, transfer or other disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Debt Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Senior Obligations. Upon delivery to each a Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each such Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warrantyexpense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Senior Representative and any officer or agent of the Designated First Priority Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Debt Party or in the Designated First Priority Senior Representative’s own name, from time to time in the Designated First Priority Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Senior Debt Document of proceeds of Shared Collateral to the repayment of First Priority Senior Obligations pursuant to the First Priority Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Senior Representative and any Second Priority Representative or Second Priority Secured Debt Party, such Grantor may, until the applicable Discharge of First Priority Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Senior Representative.

Releases. (a) If in connection with any Enforcement Action by any First Lien Representative or any First Lien Collateral Agent or any other exercise of any First Lien Representative’s or any First Lien Collateral Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of First Lien Obligations, such First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders represented by it, releases any of its Liens on any part of the Collateral or such First Lien Representative, for itself or on behalf of any of the First Lien Claimholders represented by it, releases any Guarantor Subsidiary that is a Subsidiary from its obligations under its guarantee of the First Lien Obligations, then the Liens, if any, of each Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary that is a Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. If in connection with any Enforcement Action or other exercise of rights and remedies by any First Lien Representative or any First Lien Collateral Agent, in each case prior to the Discharge of First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and such First Lien Collateral Agent releases its Lien on the property or assets of such Person then the Liens of each Second Lien Collateral Agent with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of such First Lien Collateral Agent. Each Second Priority Lien Representative and each Second Lien Collateral Agent, for itself or on behalf of any Second Lien Claimholder represented by it, shall promptly execute and deliver to the First Lien Representatives, First Lien Collateral Agents or such Guarantor Subsidiary that is a Subsidiary such termination statements, releases and other documents as any First Lien Representative, First Lien Collateral Agent or such Guarantor Subsidiary that is a Subsidiary may request to effectively confirm the foregoing releases. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Guarantor Subsidiary that is a Subsidiary (collectively, a “Disposition”) permitted under the terms of the First Lien Loan Documents and the terms of the Second Lien Loan Documents (other than in connection with an Enforcement Action or other exercise of any First Lien Representative’s and/or First Lien Collateral Agent’s remedies in respect of the Collateral, which shall be governed by Section 5.1(a)), any First Lien Collateral Agent, for itself or on behalf of any First Lien Claimholder represented by it, releases any of its Liens on any part of the Collateral, or any First Lien Representative, for itself or on behalf of any First Lien Claimholder represented by it, releases any Guarantor Subsidiary that is a Subsidiary from its obligations under its guarantee of the First Lien Obligations, in each case other than (A) in connection with, or following, the Discharge of First Lien Obligations or (B) after the occurrence and during the continuance of any Event of Default under (and as defined in) any Second Lien Loan Document, then the Liens, if any, of each Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders represented by it, on such Collateral, and the obligations of such Guarantor Subsidiary that is a Subsidiary under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholder represented by it, agrees thatshall promptly execute and deliver to the First Lien Representatives, in the event of any release of Liens on Shared First Lien Collateral securing Agents or such Guarantor Subsidiary that is a Subsidiary such termination statements, releases and other documents as any First Priority Lien Representative, First Lien Collateral Agent or such Guarantor Subsidiary that is a Subsidiary may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantoroccurs, each Second Priority Lien Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a each Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Lien Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority RepresentativeAgent, for itself and on behalf of each other Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholder represented by it, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeLien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or Lien Representative, such Second Priority Secured Party Lien Collateral Agent and such Second Lien Claimholders or in the Designated First Priority RepresentativeLien Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of First Priority Lien Obligations. (d) Until the Discharge of First Lien Obligations occurs, to the extent that any First Lien Collateral Agent, any First Lien Representative or any First Lien Claimholder (i) has occurredreleased any Lien on Collateral or any Grantor from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) obtains any new Liens or additional guarantees from any Grantor, then each Second Priority Lien Collateral Agent, for itself and for the Second Lien Claimholders represented by it, shall be granted a Lien on any such Collateral (except to the extent such Lien represents a Second Lien Declined Lien with respect to the Second Lien Debt represented by such Second Lien Collateral Agent), subject to the lien subordination provisions of this Agreement, and each Second Lien Representative, for itself and on behalf for the Second Lien Claimholders represented by it, shall be granted an additional guarantee, as the case may be. (e) In the event that the principal amount of each Second Priority Secured Party funded First Lien Obligations, plus the aggregate face amount of letters of credit, if any, issued under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt DocumentsLien Loan Documents and not reimbursed, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair plus the rights aggregate principal amount of unfunded commitments under the First Lien Loan Documents (collectively, the “First Lien Obligations Amount”), at any date of determination no longer constitute at least 15% of the sum of (i) the First Lien Obligations Amount and (ii) the principal amount of funded Second Priority Representatives or Lien Obligations, plus the aggregate principal amount of unfunded commitments under the Second Priority Secured Parties to receive proceeds Lien Loan Documents (collectively, the “Second Lien Obligations Amount”), then any agreement provided for in Section 5.1(b) above (except for releases given in connection with a Disposition permitted under the First Lien Loan Documents and the Second Priority Debt Obligations not otherwise in contravention Lien Loan Documents) shall require the consent of this Agreement. (d) Notwithstanding anything to the contrary in any First Lien Claimholders and Second Priority Collateral Document, Lien Claimholders representing in the event aggregate more than 50% of the terms sum of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative Lien Obligations Amount and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority RepresentativeLien Obligations Amount.

Releases. (a) Each The Second Priority RepresentativeLien Secured Parties agree that prior to the Discharge of First Lien Obligations, (1) if in connection with any exercise of the First Lien Collateral Trustee’s rights or remedies in respect of the Shared Collateral, the First Lien Collateral Trustee, for itself and or on behalf of any of the First Lien Secured Parties, releases any of its Liens on any part of the Shared Collateral, then the Liens, if any, of or for the benefit of the Second Lien Secured Parties on such Shared Collateral shall be automatically, unconditionally and simultaneously released, (2) if in connection with any exercise of the First Lien Collateral Trustee’s remedies, in each case prior to the Discharge of First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Lien Collateral Trustee releases its Lien on the property or assets of such Person, then the Liens of or for the benefit of the Second Priority Lien Secured Party under its Second Priority Debt Facility, agrees that, Parties with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of the First Lien Collateral Trustee and (3) in the event of a sale, transfer or other disposition of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition specified item of Shared Collateral (including all or substantially all of the Capital Stock equity interests of any Subsidiary of the BorrowerCompany) so long as Disposition is permitted by other than a release granted upon or following the terms Discharge of the Second Priority Debt DocumentsFirst Lien Obligations or in accordance with clauses (1) or (2) above, the Liens granted to or for the benefit of the Second Priority Representatives and the Second Priority Lien Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure the Second Priority Debt Lien Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Lien Obligations; provided that, in the case of each of clauses (1), (2) and (3), the Second Liens on such Shared Collateral shall attach to (and shall remain subject and subordinate to all First Lien Obligations) any Proceeds of a sale, transfer or other disposition of Shared Collateral or equity interests of any Person not paid to the First Lien Secured Parties or that remain after the Discharge of First Lien Obligations. Upon Promptly upon delivery to each any Second Priority Lien Representative of an Officer’s Certificate a certificate from the First Lien Collateral Trustee or a Grantor stating that any such termination and release of Liens securing the First Priority Lien Obligations has become effective (will occur, such Second Lien Representative, for itself or shall become effective concurrently with such termination and release on behalf of the Liens granted to the any Second Priority Lien Secured Parties represented by it, shall execute and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledgedeliver, at the BorrowerCompany’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, to the First Lien Collateral Trustee or such instruments to evidence Grantor such termination statements, releases and release other documents (including documents which are corresponding second lien versions of termination statements, releases and other documents that the First Lien Collateral Trustee delivers under the First Lien Documents to the extent applicable) so as to confirm the foregoing releases referred to in clauses (1), (2), and (3) of the Liensfirst sentence of this clause (a) when such releases occur. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Lien Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Lien Collateral as set forth in the relevant Second Priority Debt Lien Security Documents. (b) Each Until the Discharge of First Lien Obligations has occurred, each of the Second Priority Representative, for itself and on behalf of each Second Priority Lien Secured Party under its Second Priority Debt Facility, Parties hereby irrevocably constitutes and appoints (but subject to Section 5.06) the Designated First Priority Representative Lien Collateral Trustee and any officer or agent of the Designated First Priority Representative, Lien Collateral Trustee with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such the Second Priority Representative or such Second Priority Lien Secured Party Parties or in the Designated First Priority RepresentativeLien Collateral Trustee’s own name, from time to time in the Designated First Priority RepresentativeLien Collateral Trustee’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Lien Obligations has occurred, each of the Second Priority Representative, for itself and on behalf of each Second Priority Lien Secured Party under its Second Priority Debt Facility, Parties hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document Lien Document, of proceeds of Shared Collateral Proceeds to the repayment of First Priority Lien Obligations pursuant to the First Priority Debt Lien Documents, ; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Lien Secured Parties to receive proceeds Proceeds in connection with the Second Priority Debt Lien Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Lien Security Document, in the event that prior to the Discharge of First Lien Obligations the terms of a First Priority Collateral Document Lien Security Document, on the one hand, and a Second Priority Collateral Document Lien Security Document, on the other hand, each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the First Lien Collateral Trustee, on the one hand, and the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured PartyLien Representative, on the other hand, such Grantor may, until the applicable Discharge of First Priority Lien Obligations has occurred, comply with such requirement under the Second Priority Collateral Lien Security Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the First Lien Collateral Trustee; provided that, to the extent control agreements or arrangements are entered into over deposit accounts or securities accounts consisting of Shared Collateral, the Designated Second Lien Representative shall be a party to such agreements and arrangements. Until the Discharge of First Priority RepresentativeLien Obligations occurs, to the extent that any First Lien Secured Parties (A) have released any Lien on Shared Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (B) obtain any new liens or additional guarantees from any Grantor, then the Second Lien Collateral Agent, for itself and for the benefit of the Second Lien Secured Parties, shall be granted a Lien on any such Shared Collateral, subject to the lien subordination provisions of this Agreement and Section 2.04 hereof, and the Second Lien Collateral Agent, for itself and for the benefit of the Second Lien Secured Parties, shall be granted an additional guaranty, as the case may be.

Releases. (a) Each Second If, at any time any Grantor, the First-Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in Collateral Agent or the event holder of any release of Liens on Shared Collateral securing First-Priority Obligation delivers notice to each Second-Priority Representative that any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Common Collateral (including all or substantially all of the Capital Stock equity interests of a Grantor or any Subsidiary of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Document or (y) otherwise to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Second-Priority Secured Parties upon such Shared Common Collateral (will automatically be released and discharged as and when, but not upon only to the proceeds thereof) to secure Second extent, such Liens on such Common Collateral securing First-Priority Debt Obligations shall terminate are released and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligationsdischarged. Upon delivery to each Second Second-Priority Representative of an Officer’s Certificate a notice from the First-Priority Collateral Agent or the Company stating that any such termination and release of Liens securing or supporting the First First-Priority Obligations has become effective (or shall become effective concurrently upon each First-Priority Representative’s release), whether in connection with a sale of such termination and release of assets by the Liens granted relevant owner pursuant to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary preceding clauses or proper instruments of termination or release prepared by the Borrower or any other Grantorotherwise, each Second Second-Priority Representative will promptly executeexecute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms (and the Company hereby agrees to deliver or acknowledge, at any such documents reasonably requested by the Borrower’s or First-Priority Collateral Agent in connection therewith). In the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release case of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement sale of all or substantially all of the equity interests of a Second Priority RepresentativeGrantor or any of its Subsidiaries, for itself and on behalf the guarantee in favor of the Second Second-Priority Secured Parties under its Second Priority Debt FacilityParties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to release the Liens on extent, the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf guarantee by such Grantor or Subsidiary of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorneyFirst-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself is released and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreementdischarged. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf at any time any Grantor or the holder of any Senior Lender Claim delivers notice to each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of Agent that any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Common Collateral (including all or substantially all of the Capital Stock equity interests of a Grantor or any Subsidiary of its Subsidiaries) (including for such purpose, in the case of the Borrowersale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) so long is: (A) sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction permitted under the Credit Agreement, the First Priority Notes Indenture, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any) then in effect; or (ii) in connection with the taking of an Enforcement Action; or (B) being released from all Senior Lender Claims in connection with a Subsidiary being released from its guarantee under the Credit Agreement, the First Priority Notes Indenture, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any) then in effect, or (C) otherwise released as Disposition is permitted by the terms of Credit Agreement, the First Priority Notes Indenture, the Other First Priority Lien Obligations Credit Documents, the Second Priority Debt DocumentsSenior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any) then in effect, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens granted to the Second Priority Representatives and in favor of the Second Priority Secured Parties upon such Shared Common Collateral (will automatically, simultaneously, and unconditionally be released and discharged as and when, but not upon only to the proceeds thereof) to secure extent, such Liens on such Common Collateral securing Senior Lender Claims are released and discharged; provided that the Liens securing the Second Priority Debt Obligations Claims shall terminate and be released, automatically and without attach to any further action, concurrently with proceeds of such Common Collateral that remain after the termination and release Discharge of all Liens granted upon such Shared Collateral to secure First Priority ObligationsSenior Lender Claim. Upon delivery to each Second Priority Representative Agent of an Officer’s Certificate (a) a written notice from any First Lien Agent stating that any such termination and release of Liens securing or supporting the First Priority Obligations Senior Lender Claims has become effective (or shall become effective concurrently upon each Second Priority Agent’s release) (whether in connection with a sale of such termination assets by the relevant Grantor pursuant to the preceding sentence or otherwise), and release of the Liens granted (b) such other certificates or documents are required to be delivered under the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other GrantorDocuments, each Second Priority Representative Agent, on behalf of each applicable Second Priority Secured Party, will promptly execute, deliver or acknowledgepromptly, at the BorrowerCompany’s expense, execute and deliver such instruments, releases, termination statements or other documents reasonably requested by the other Grantor’s sole cost and expense and without any recourse, representation or warranty, Company in writing confirming such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentscustomary terms. (b) Each So long as the Discharge of Senior Lender Claims has not occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated First Priority Representative Designated Agent and any officer or agent of the Designated such First Priority RepresentativeDesignated Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such each Second Priority Representative Agent or such Second Priority Secured Party holder or in the Designated such First Priority RepresentativeDesignated Agent’s own name, from time to time in the Designated such First Priority RepresentativeDesignated Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations Senior Lender Claims has occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared Common Collateral or other collateral to the repayment of First Priority Obligations Senior Lender Claims pursuant to the First Priority Debt Documents, Senior Lender Documents and this Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Agents or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each The Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its the Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any release specified item of Liens on Shared Collateral securing (including all or substantially all of the equity interests of any First Priority Obligations subsidiary of the Company) in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateralany sale, any Disposition of Shared Collateral (including all transfer or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition other disposition that is permitted by the terms of under the Second Priority Debt DocumentsDocuments as in effect on the date hereof or subsequently permitted thereunder, the Liens granted to the Second Priority Representatives Representative and the Second Priority Secured Debt Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Senior Obligations; provided that the Liens securing the Senior Obligations and the Second Priority ObligationsDebt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Collateral securing the Senior Obligations rank to the Liens on the Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Upon notice from the Senior Representative to a Second Priority Representative (with respect to any termination and release of Liens pursuant to clause (i) of the preceding sentence) or delivery to each a Second Priority Representative of an Officer’s Certificate (with respect to any termination and release of Liens pursuant to clause (ii) of the preceding sentence) stating that any such termination and release of Liens securing the First Priority Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Debt Parties and the Second Priority RepresentativesRepresentative) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, each such Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense and without any recourse, representation or warrantyexpense, such termination statements, mortgage releases, instruments and other agreements that the Senior Representative or the Company or such Guarantor may reasonably request to evidence such termination and release of the such Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Debt Parties under its the Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Until the Discharge of the Senior Obligations, the Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its the Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Senior Representative and any officer or agent of the Designated First Priority Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Debt Party or in the Designated First Priority Senior Representative’s own name, from time to time in the Designated First Priority Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over (to the extent only one party can have control of such Collateral) any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder tothereunder, and (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Senior Representative and any Second Priority Representative or Second Priority Secured Debt Party, such Grantor may, until the applicable Discharge of First Priority Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Senior Representative.

Releases. (a) Each If in connection with any Enforcement Action by the First Lien Collateral Agent or any other exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, for itself or on behalf of any other First Lien Claimholder, releases any of its Liens on any part of the Collateral or releases any Guarantor Subsidiary from its obligations under its guaranty of the First Lien Obligations, then the Liens, if any, of the Second Priority RepresentativeLien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. If in connection with any Enforcement Action or other exercise of rights and remedies by the First Lien Collateral Agent, in each case prior to the Discharge of First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Lien Collateral Agent releases its Lien on the property or assets of such Person then the Liens of Second Lien Collateral Agent with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of the First Lien Collateral Agent. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor Subsidiary may request to effectively confirm the foregoing releases. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the First Lien Loan Documents and not expressly prohibited under the terms of the Second Lien Loan Documents (other than in connection with an Enforcement Action or other exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), the First Lien Collateral Agent, for itself or on behalf of any other First Lien Claimholder, releases any of its Liens on any part of the Collateral, or releases any Guarantor Subsidiary from its obligations under its guaranty of the First Lien Obligations, in each case other than (A) in connection with, or following, the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Second Lien Credit Agreement, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholder, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeLien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Collateral Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeLien Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this AgreementLien Obligations. (d) Notwithstanding anything Until the Discharge of First Lien Obligations occurs, to the contrary in any Second Priority extent that the First Lien Collateral Document, in Agent or the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor Lien Claimholders (i) to make payment in respect of have released any item of Shared Collateral, Lien on Collateral or any Guarantor Subsidiary from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) to deliver obtain any new Liens or afford control over additional guarantees from any item of Shared Guarantor Subsidiary, then the Second Lien Collateral toAgent, or deposit for itself and for the Second Lien Claimholders, shall be granted a Lien on any item of Shared such Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (except to the extent such item of Shared Lien represents a Second Lien Declined Lien with respect to the Indebtedness represented by the Second Lien Collateral cannot be held in trust for multiple parties under applicable lawAgent), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control lien subordination provisions of orthis Agreement, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Lien Collateral Document Agent shall be granted an additional guaranty, as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativecase may be.

Releases. (a) If, at any time any Grantor, the First-Priority Collateral Agent or the holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Document or (y) otherwise to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon delivery to each Second-Priority Representative of a notice from the First-Priority Collateral Agent or the Company stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), whether in connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms (and the Company hereby agrees to deliver any such documents reasonably requested by the First-Priority Collateral Agent in connection therewith). In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Obligations is released and discharged. (b) Each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated First First-Priority Representative Collateral Agent and any officer or agent of the Designated First First-Priority RepresentativeCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second each Second-Priority Representative or such Second Priority Secured Party holder or in the Designated First First-Priority RepresentativeCollateral Agent’s own name, from time to time in the Designated First First-Priority RepresentativeCollateral Agent’s discretion, for the purpose of carrying out the terms of Section 5.01(a)this ‎Section 5.01, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a)this ‎Section 5.01, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First First-Priority Obligations has occurred, each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared Common Collateral to the repayment of First First-Priority Obligations pursuant to the First First-Priority Debt Documents, ; provided that nothing in this Section ‎Section 5.01(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives or the Second Second-Priority Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Second-Priority Collateral Document, in the event the terms of a First First-Priority Collateral Document and a Second Second-Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Common Collateral, (ii) to deliver or afford control over any item of Shared Common Collateral toto (to the extent such control can be afforded only to one person under applicable law), or deposit any item of Shared Common Collateral with, (iii) to register ownership of any item of Shared Common Collateral in the name of or make an assignment of ownership of any Shared Common Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Common Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Common Collateral, as the entitlement holder, (v) hold any item of Shared Common Collateral in trust for (to the extent such item of Shared Common Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Common Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Common Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Common Collateral is located or waivers or subordination of rights with respect to any item of Shared Common Collateral in favor of, in any case, both the Designated First First-Priority Representative Collateral Agent and any Second Second-Priority Representative or Second Second-Priority Secured Party, such Grantor may, until the applicable Discharge of First First-Priority Obligations has occurred, comply with such requirement under the Second applicable Second-Priority Collateral Document as it relates to such Shared Common Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First First-Priority RepresentativeCollateral Agent.

Releases. (a) If, at any time any Grantor, the First-Priority Collateral Agent or the holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon delivery to each Second-Priority Representative of a notice from the First-Priority Collateral Agent or the Company stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), whether in connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Obligations is released and discharged. (b) Each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated First First-Priority Representative Collateral Agent and any officer or agent of the Designated First First-Priority RepresentativeCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second each Second-Priority Representative or such Second Priority Secured Party holder or in the Designated First First-Priority RepresentativeCollateral Agent’s own name, from time to time in the Designated First First-Priority RepresentativeCollateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First First-Priority Obligations has occurred, each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event a default, of default under any First Priority Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of First First-Priority Obligations pursuant to the First First-Priority Debt Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives or the Second Second-Priority Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority RepresentativeIf the First Lien Administrative Agent, for itself and or on behalf of each Second Priority Secured Party any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases any Guarantor from its obligations under its Second Priority Debt Facility, agrees that, in guarantee of the event of any release of Liens on Shared Collateral securing any First Priority Lien Obligations in connection with (i) the exercise of the First Lien Administrative Agent’s rights and remedies in respect of the Collateral provided for in Section 3.1; or (ii) the sale or disposition of any Collateral by any Grantor after the occurrence of an Event of Default under the First Lien Credit Agreement, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released; provided, that in the case of clause (ii) either (x) the Company shall have given the Second Lien Collateral Agent not less than ten (10) Business Days notice of such sale, or (y) the Second Lien Collateral Agent has had at least ten (10) Business Days actual knowledge of such proposed sale or release, and such sale is to a person other than an Affiliate of the Company or the First Lien Administrative Agent or any First Lien Claimholder. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Administrative Agent or such Guarantor such termination statements, releases and other documents as the First Lien Administrative Agent or such Guarantor may request to effectively confirm such release. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of both the First Lien Credit Documents and the Second Lien Credit Documents (other than in connection with the exercise of the First Lien Administrative Agent’s rights and remedies in respect of the Collateral provided for in Section 3.1), the First Lien Administrative Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases any Disposition of Shared Collateral (including all or substantially all Guarantor from its obligations under its guarantee of the Capital Stock First Lien Obligations, in each case other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Subsidiary Event of Default under the Borrower) so long as Disposition is permitted by Second Lien Credit Agreement, then the terms Liens, if any, of the Second Priority Debt DocumentsLien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Administrative Agent or such Guarantor such termination statements, releases and other documents as the First Lien Administrative Agent or such Guarantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Lien Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeAgent, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholders, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Administrative Agent and any officer or agent of the Designated First Priority RepresentativeLien Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Collateral Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeLien Administrative Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Administrative Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (cd) Unless and until Until the Discharge of First Priority Lien Obligations has occurredoccurs, each to the extent that the First Lien Administrative Agent or the First Lien Claimholders (i) have released any Lien on Collateral or any Guarantor from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) obtain any new Liens or additional guarantees from any Guarantor, then the Second Priority RepresentativeLien Collateral Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention lien subordination provisions of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateraladditional guarantee, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativecase may be.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations If other than in connection with the Discharge of First Lien Obligations and in connection with: (i) the exercise of any of First Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1, including any sale, lease, exchange, transfer or other disposition of any such Collateral (an “Exercise of Remedies”); (ii) if not in connection with the exercise of remedies in respect of Collateralany sale, any Disposition of Shared Collateral lease, exchange, transfer or other disposition (including all or substantially all of the Capital Stock collectively, a “Disposition”) of any Subsidiary of the Borrower) so long as Disposition is Collateral permitted by under the terms of the Second Priority Debt DocumentsFirst Lien Loan Documents (whether or not an Event of Default thereunder, and as defined therein, has occurred and is continuing); or (iii) any agreement between the First Lien Collateral Agent and the Company or any other Pledgor Party to release the First Lien Collateral Agent’s Lien on any portion of the Collateral or to release any Pledgor Party from its obligations under its guaranty of the First Lien Obligations; the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Secured Parties, releases any of its Liens granted to on any part of the Collateral, or releases any Pledgor Party from its obligations under its guaranty of the First Lien Obligations, then the Liens, if any, of the Second Priority Representatives Lien Collateral Agent, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral, and the obligations of such Pledgor Party under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released (the “Second Lien Release”) and the Second Priority Lien Collateral Agent, for itself or on behalf of any such Second Lien Secured Parties upon Parties, promptly shall execute and deliver to the First Lien Collateral Agent or such Shared Pledgor Party such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may reasonably request to effectively confirm such release; provided, however, that the Second Lien Release shall not occur without the consent of the Second Lien Collateral Agent (but not upon x) in the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative case of an Officer’s Certificate stating that Exercise of Remedies, as to any such termination and release Collateral the net proceeds of Liens securing the disposition of which will not be applied to repay (and, in the case of revolving loans (including swingline loans), to reduce permanently commitments with respect to) the First Priority Obligations has become effective Lien Obligations, (or shall become effective concurrently with such termination and release y) in the case of a Disposition, if the Disposition is prohibited by any provision of the Liens granted to Second Lien Indenture or (z) after the occurrence and during the continuance of any Event of Default under the Second Priority Secured Parties and Lien Indenture (as such term is defined therein). (b) Until the Discharge of First Lien Obligations occurs, the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of the Second Priority Lien Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityParties, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeLien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact fact, coupled with an interest, with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Collateral Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeLien Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until Until the Discharge of First Priority Lien Obligations has occurredoccurs, each to the extent that the First Lien Collateral Agent or the First Lien Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Lien, then the Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of each for the Second Priority Lien Secured Party under its Second Priority Debt FacilityParties, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair at the rights time of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreementsuch reinstatement granted a Lien on any such Collateral. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf of each Second Priority at any time any Grantor or any First-Lien Secured Party under its Second Priority Debt Facility, agrees that, in delivers notice to the event of Designated Junior-Lien Collateral Agent with respect to any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of specified Shared Collateral (including for such purpose, in the case of the sale or other disposition of all or substantially all of the Capital Stock equity interests in any Subsidiary, any Shared Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (i) such specified Shared Collateral has been or is being sold, transferred or otherwise disposed of any in connection with a Disposition by the owner of such Shared Collateral in a transaction permitted under the First-Lien Debt Documents; or (ii) the First-Liens thereon have been or are being released in connection with a Subsidiary of that is released from its guarantee under the BorrowerFirst-Lien Debt Documents; or (iii) so long the First-Liens thereon have been or are being otherwise released as Disposition is permitted by the terms First-Lien Debt Documents or by the Applicable First-Lien Collateral Agent on behalf of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority First-Lien Secured Parties (unless, in the case of clause (ii) or (iii) of this Section 5.1(a) such release occurs in connection with, and after giving effect to, a Discharge of First-Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Shared Collateral by the First-Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies or a sale or other disposition generating sufficient proceeds to cause the Discharge of First-Lien Obligations, a “Payment Discharge”)), then the Junior-Lien upon such Shared Collateral (will automatically be released and discharged as and when, but not upon only to the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be releasedextent, automatically and without any further action, concurrently with the termination and release of all such Liens granted upon on such Shared Collateral securing First-Lien Obligations are released and discharged (provided that in the case of a Payment Discharge, the Liens on any Shared Collateral disposed of in connection with the satisfaction in whole or in part of First-Lien Obligations shall be automatically released but any proceeds thereof not used for purposes of the Discharge of First-Lien Obligations or otherwise in accordance with the Junior- Lien Debt Documents shall be subject to secure First Priority ObligationsJunior-Liens and shall be applied pursuant to Section 4.1). Upon delivery to each Second Priority Representative the Designated Junior-Lien Collateral Agent of an Officer’s Certificate a notice from the Applicable First-Lien Collateral Agent stating that any such termination and release of Liens securing or supporting the First Priority First-Lien Obligations has become effective (or shall become effective concurrently upon the Designated Junior-Lien Collateral Agent’s release), the Designated Junior-Lien Collateral Agent will promptly, at the Company’s expense, execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the Applicable First- Lien Collateral Agent in connection with such termination release (and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release shall be prepared by the Borrower Applicable First-Lien Collateral Agent). In the case of the sale of capital stock of a Subsidiary or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at transaction resulting in the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of such Subsidiary’s guarantee under the Liens. Nothing First-Lien Debt Documents in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representativeaccordance with the Credit Agreement, for itself and on behalf the guarantee in favor of the Second Priority Junior-Lien Secured Parties under its Second Priority Debt FacilityParties, if any, made by such Subsidiary will automatically be released and discharged as and when, but only to release the Liens on extent, the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentsguarantee by such Subsidiary of First-Lien Obligations is released and discharged. (b) If, at any time any Grantor or any First-Lien Secured Party delivers notice to the Designated Junior-Lien Collateral Agent with respect to any Grantor that is a Subsidiary that: (i) all or substantially all of the equity interests in such Grantor have been or are being sold, transferred or otherwise disposed of in connection with a Disposition by the owner of such Grantor in a transaction permitted under the First-Lien Debt Documents; or (ii) such Grantor is released from its guarantee under the First-Lien Debt Documents (unless, such release occurs in connection with, and after giving effect to, a Discharge of First-Lien Obligations, which discharge is a Payment Discharge), then such Grantor will automatically be released and discharged under its guaranty of the Junior- Lien Obligations as and when, but only to the extent, such Grantor is also released and discharged under its guaranty of the First-Lien Obligations. Upon delivery to the Designated Junior-Lien Collateral Agent of a notice from the Applicable First-Lien Collateral Agent stating that any such release of Subsidiary that is a Grantor guarantying the First-Lien Obligations has become effective (or shall become effective upon the Designated Junior-Lien Collateral Agent’s release), the Designated Junior-Lien Collateral Agent will promptly, at the Company’s expense, execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the Applicable First-Lien Collateral Agent in connection with such release (and shall be prepared by the Applicable First-Lien Collateral Agent). (c) Each Second Priority RepresentativeJunior-Lien Authorized Representative and each Junior-Lien Collateral Agent, for itself and on behalf of each Second Priority Junior-Lien Secured Party under its Second Priority Junior-Lien Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative Applicable First-Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeApplicable First-Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Second Priority Junior-Lien Secured Party or in the Designated First Priority RepresentativeApplicable First-Lien Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeApplicable First-Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or releaserelease (which appointment, being coupled with an interest, is irrevocable); provided that such appointment shall terminate automatically, without any action by the Applicable First-Lien Collateral Agent or any Junior-Lien Secured Party, upon the Discharge of First-Lien Obligations, and provided, further, that the Applicable First-Lien Collateral Agent shall notify such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior-Lien Secured Party of any action taken by such Applicable First- Lien Collateral Agent as attorney-in-fact for such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior-Lien Secured Party pursuant to this clause (c). (cd) Unless and until the Discharge of First Priority First-Lien Obligations has occurred, each Second Priority RepresentativeJunior-Lien Authorized Representative and each Junior-Lien Collateral Agent, for itself and on behalf of each Second Priority Junior-Lien Secured Party under its Second Priority Junior-Lien Debt Facility, hereby consents to the application, whether prior to or after an event Event of default Default under any First Priority First-Lien Debt Document Document, of Deposit Account Collateral or proceeds of Shared Collateral to the repayment of First Priority First-Lien Obligations pursuant to the First Priority First-Lien Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (de) Notwithstanding anything to the contrary in any Second Priority Junior-Lien Collateral Document, in the event the terms of a First Priority First-Lien Collateral Document and a Second Priority Junior-Lien Collateral Document each require any Grantor to (i) to make payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of of, or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative any First-Lien Collateral Agent and any Second Priority Representative Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or Second Priority Junior-Lien Secured Party, such Grantor may, until the applicable Discharge of First Priority First-Lien Obligations has occurred, comply with such requirement under the Second Priority Junior-Lien Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority RepresentativeFirst-Lien Collateral Agents (or the Applicable First-Lien Collateral Agent, subject to the terms of the First-Lien Intercreditor Agreement).

Releases. (a) If, at any time any Grantor, the First-Priority Collateral Agent or the holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon delivery to each Second-Priority Representative of a notice from the First-Priority Collateral Agent or the Companies stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), whether in connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Obligations is released and discharged. (b) Each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated First First-Priority Representative Collateral Agent and any officer or agent of the Designated First First-Priority RepresentativeCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second each Second-Priority Representative or such Second Priority Secured Party holder or in the Designated First First-Priority RepresentativeCollateral Agent’s own name, from time to time in the Designated First First-Priority RepresentativeCollateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First First-Priority Obligations has occurred, each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event a default, of default under any First Priority Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of First First-Priority Obligations pursuant to the First First-Priority Debt Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives or the Second Second-Priority Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority If in connection with any Enforcement Action by any First Lien Representative or any First Lien Collateral Agent or any other exercise of any First Lien Representative’s or any First Lien Collateral Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of First Lien Obligations, such First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders represented by it, releases any of its Liens on any part of the Collateral or such First Lien Representative, for itself and or on behalf of any of the First Lien Claimholders represented by it, releases any Guarantor Subsidiary that is a Subsidiary from its obligations under its guarantee of the First Lien Obligations, then the Liens, if any, of each Second Priority Secured Party Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary that is a Subsidiary under its guaranty of the Second Priority Debt FacilityLien Obligations, agrees thatshall be automatically, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations unconditionally and simultaneously released. If in connection with (i) the any Enforcement Action or other exercise of rights and remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, by any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Lien Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other GrantorFirst Lien Collateral Agent, in each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments case prior to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurredLien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and such First Lien Collateral Agent releases its Lien on the property or assets of such Person then the Liens of each Second Priority RepresentativeLien Collateral Agent with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of such First Lien Collateral Agent. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and or on behalf of each any Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholder represented by it, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant shall promptly execute and deliver to the First Priority Debt DocumentsLien Representatives, provided First Lien Collateral Agents or such Guarantor Subsidiary that nothing in this Section 5.01(c) shall be construed is a Subsidiary such termination statements, releases and other documents as any First Lien Representative, First Lien Collateral Agent or such Guarantor Subsidiary that is a Subsidiary may request to prevent or impair effectively confirm the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreementforegoing releases. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) If, at any time any Grantor or the holder of any ABL Priority Claim delivers notice to the Designated Term Loan Agent that any specified ABL Facility First Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Capital Stock of any Subsidiary, any ABL Facility First Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (i) by the owner of such ABL Facility First Priority Collateral (or the owner of such Capital Stock, as applicable) in a transaction permitted under the ABL Credit Agreement, the Term Loan Agreement and each other ABL Loan Document and Term Loan Document; or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement to the extent the ABL Agent has consented to such sale, transfer or disposition including pursuant to any Exercise of Secured Creditor Rights by the ABL Agent; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term Loan Lenders upon such ABL Facility First Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Facility First Priority Collateral securing ABL Priority Claims are released and discharged. Upon delivery to the Designated Term Loan Agent of a notice from the ABL Agent stating that any release of Liens securing or supporting the ABL Priority Claims on any ABL Facility First Priority Collateral has become effective (or shall become effective upon the Designated Term Loan Agent’s release), the Designated Term Loan Agent and, if applicable, any other Term Loan Agent, each on behalf of itself and each applicable Term Loan Lender, will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms at the expense of the Borrower. Each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby irrevocably constitutes and appoints the Designated First Priority Representative ABL Agent and any officer or agent of the Designated First Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative Term Loan Agent or such Second Priority Secured Party Term Loan Lender or in the Designated First Priority RepresentativeABL Agent’s own name, from time to time in the Designated First Priority RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a5.1(a), including any termination statements, endorsements or other instruments of transfer or release. (b) If, at any time any Grantor or the holder of any Term Loan Priority Claim delivers notice to the ABL Agent that any specified Term Facility First Priority Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of Capital Stock of any Subsidiary, any Term Facility First Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the owner of such Term Facility First Priority Collateral (or the owner of such Capital Stock, as applicable) in a transaction permitted under the Term Loan Agreement, the ABL Credit Agreement and each other Term Loan Document and ABL Loan Document; or (ii) during the existence of any Event of Default under (and as defined in) the Term Loan Agreement (or the applicable Term Additional Agreement) to the extent the Designated Term Loan Agent has consented to such sale, transfer or disposition including pursuant to any Exercise of Secured Creditor Rights by the Designated Term Loan Agent; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term Facility First Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Facility First Priority Collateral securing Term Loan Priority Claims are released and discharged. Upon delivery to the ABL Agent of a notice from the Designated Term Loan Agent stating that any release of Liens securing or supporting the Term Loan Priority Claims on any Term Facility First Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms at the expense of the Borrower. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the ABL Lenders, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Term Loan Claims is released and discharged. The ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints the Designated Term Loan Agent and any officer or agent of the Designated Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Lender or in the Designated Term Loan Agent’s own name, from time to time in the Designated Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First ABL Priority Obligations Claims has occurred, each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared ABL Facility First Priority Collateral to the repayment of First ABL Priority Obligations Claims pursuant to the First Priority Debt ABL Loan Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of any Term Loan Agent or the Term Loan Lenders to receive proceeds in connection with the Term Loan Claims not otherwise in contravention of this Agreement. (d) Unless and until the Discharge of Term Priority Claims has occurred, the ABL Agent, for itself and on behalf of each ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term Facility First Priority Collateral to the repayment of Term Loan Priority Claims pursuant to the Term Loan Documents; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the Second Priority Representatives ABL Agent or the Second Priority Secured Parties ABL Lenders to receive proceeds in connection with the Second Priority Debt Obligations ABL Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative(i) If the Prior Lien Agent, for itself and on behalf of each Second any of the Prior Lien Claimholders, releases any of its Liens on any part of the ABL Priority Secured Party under its Second Priority Debt Facility, agrees that, in Collateral at any time after the event occurrence and during the continuance of any release ABL Default that permits the acceleration of Liens on Shared Collateral securing any First Priority the ABL Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies of Enforcement (including as provided in Section 3.1(b) or Section 6.8(a)) by the Prior Lien Agent of any Prior Lien Claimholder with respect of to any ABL Priority Collateral, any Disposition irrespective of Shared Collateral (including all whether an ABL Default or substantially all Term Default has occurred and is continuing, then the Liens, if any, of the Capital Stock of any Subsidiary Subordinated Lien Agents, for the benefit of the Borrower) so long as Disposition is permitted by Subordinated Lien Claimholders, on the terms ABL Priority Collateral sold or disposed of in connection therewith, shall be automatically, unconditionally and simultaneously released; provided that, to the Second extent the Proceeds of such ABL Priority Debt DocumentsCollateral are not applied to reduce Prior Lien Obligations, the Subordinated Lien Agents shall retain Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon on such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently Proceeds with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligationsrespective priorities set forth in Section 2.1. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other GrantorEach Subordinated Lien Agent, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facilityapplicable Subordinated Lien Claimholders, promptly shall execute and deliver to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Prior Lien Agent such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or releases and other instruments of transfer or documents as the Prior Lien Agent may request in writing to effectively confirm such release. (cii) Unless and until the Discharge of First Priority Obligations has occurredIf each Term Agent, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Prior Lien Claimholders, releases any of its Liens on any part of the Term Priority Representatives Collateral at any time after the occurrence and during the continuance of any Term Default that permits the acceleration of the Term Obligations or the Second Priority Secured Parties to receive proceeds in connection with the Second exercise of remedies of Enforcement (including as provided in Section 3.1(b) or Section 6.8(a)) by the Prior Lien Agent of any Prior Lien Claimholder with respect to any Term Priority Debt Obligations not otherwise in contravention Collateral, irrespective of this Agreement. (d) Notwithstanding anything to whether a Term Default or ABL Default has occurred and is continuing, then the contrary in any Second Liens, if any, of each Subordinated Lien Agent, for the benefit of the Subordinated Lien Claimholders, on the Term Priority Collateral Documentsold or disposed of in connection therewith, in shall be automatically, unconditionally and simultaneously released; provided that the event the terms provisions of a First Priority Collateral Document Section 3.3 and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral3.4 shall continue, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item Sections are applicable at the time of Shared Collateral cannot be held in trust for multiple parties under applicable law)such sale, (vi) obtain the agreement of a bailee transfer or other third party to hold any item of Shared Collateral for the benefit of or subject disposition; provided, further, that, to the control extent the Proceeds of orsuch Term Priority Collateral are not applied to reduce Prior Lien Obligations, the Subordinated Lien Agents shall retain Liens on such Proceeds with the respective priorities set forth in respect Section 2.1. Each Subordinated Lien Agent, on behalf of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurredSubordinated Lien Claimholders, comply with promptly shall execute and deliver to the Prior Lien Agent such requirement under termination statements, releases and other documents as the Second Priority Collateral Document as it relates Prior Lien Agent may request to effectively confirm such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativerelease.

Releases. In connection with any Enforcement Action by the Senior Representative or any other exercise of the Senior Representative’s remedies in respect of the Collateral, in each case, prior to the Discharge of Senior Obligations, the Designated Senior Representative is irrevocably authorized (aat the cost of the Grantors and without any consent, sanction, authority or further confirmation from the Designated Second Priority Representative, any Second Lien Credit Agreement Secured Party or any Grantor): (i) Each to release any of its Liens on any part of the Collateral or any other claim over the asset that is the subject of the Enforcement Action or such other exercise of remedies, and the Liens or any other claim over the asset that is the subject of the Enforcement Action or such other exercise of remedies, if any, of any Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in or for the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms benefit of the Second Priority Debt DocumentsParties, on such asset, shall be automatically, unconditionally and simultaneously released to the same extent as the Liens granted or other claims of the Designated Senior Representative, and the Designated Senior Representative is irrevocably authorized to execute and deliver or enter into any release of such Liens or claims and to issue any letters of non-crystallization of any floating charge or any consent to dealing (to the extent applicable) that may, in the discretion of the Designated Senior Representative, be considered necessary or reasonably desirable in connection with such releases; (ii) if the asset which is the subject of such Enforcement Action or such other exercise of remedies consists of shares in the capital of any Grantor, to release, on behalf of the Senior Secured Parties, Second Priority Representatives Debt Parties, Grantors and the Second Priority Secured Parties upon such Shared Collateral Intra-Group Lenders (but not upon the proceeds thereofx) to secure that Grantor and any subsidiary of that Grantor from all or any part of its Senior Obligations, its Second Priority Debt Obligations shall terminate and/or its Intra-Group Liabilities, (y) any Liens granted by that Grantor and be releasedany subsidiary of that Grantor over any of its assets, automatically and without (z) any further actionother claim of any Senior Secured Party, concurrently with Second Priority Debt Party, Grantor or other Intra-Group Lender over that Grantor’s assets or over the termination assets of any subsidiary of that Grantor; (iii) if the asset which is the subject of such Enforcement Action consists of shares in the capital of any Grantor and release the Designated Senior Representative decides to dispose of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each or any part of the Senior Obligations and/or Second Priority Debt Obligations owed by such Grantor (the “Disposal Obligations”), (x) if the Designated Senior Representative of an Officer’s Certificate stating does not intend that any such termination transferee of those Disposal Obligations (the “Transferee”) will be treated as a Senior Secured Party and/or Second Priority Debt Party for the purposes of this Agreement, to execute and release deliver or enter into any agreement to dispose of Liens securing all or part of those Disposal Obligations providing that notwithstanding any other provision of any Senior Debt Document, any Second Priority Debt Document or this Agreement, the First Transferee shall not be treated as a Senior Secured Party and/or Second Priority Obligations has become effective Debt Party for the purposes of this Agreement, and (y) if the Designated Senior Representative does intend that any Transferee will be treated as a Senior Secured Party and/or Second Priority Debt Party, to execute and deliver or shall become effective concurrently with such termination enter into any agreement to dispose of (I) all (and release not part only) of the Liens granted Disposal Obligations owed to the Senior Secured Parties and/or Second Priority Debt Parties, as applicable and (II) all or part of any other Disposal Obligations, on behalf of, in each case, the Senior Secured Parties, the Second Priority Secured Debt Parties or the Grantors; and (iv) if the asset which is disposed of consists of shares in the capital of any Grantor (the “Disposed Entity”) and the Designated Senior Representative decides to transfer to another Grantor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any subsidiary of that Disposed Entity in respect of Second Priority RepresentativesDebt Obligations, to execute and deliver or enter into any agreement to (x) and any necessary agree to the transfer of all or proper instruments part of termination or release prepared by the Borrower or any other Grantor, each obligations in respect of such Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release Debt Obligations on behalf of the LiensGrantors to which those obligations are owed and on behalf of the Grantors which owe those obligations and (y) to accept the transfer of all or part of the obligations in respect of such Second Priority Debt Obligations on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of such Second Priority Debt Obligations is to be transferred. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a The Designated Second Priority Representative, for itself and or on behalf of the Second Priority Secured Parties under its any such Second Priority Debt FacilityParties, promptly shall execute and deliver to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Senior Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any Grantor such termination statements, endorsements releases and other documents as the Designated Senior Representative or other instruments such Grantor may request to effectively confirm the foregoing releases. In the case of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations disposal made pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law5.1(a), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority RepresentativeSenior Representative shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Designated Senior Representative shall have no obligation to postpone any such disposal in order to achieve a higher price).

Releases. (a) Each Second If, at any time any Grantor, any First-Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in Collateral Agent or the event holder of any release of Liens on Shared Collateral securing First-Priority Obligation delivers notice to each Second-Priority Representative that any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Common Collateral (including all or substantially all of the Capital Stock equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Subsidiary Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent such First-Priority Collateral Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Second-Priority Secured Parties upon such Shared Common Collateral (will automatically be released and discharged as and when, but not upon only to the proceeds thereof) to secure Second extent, such Liens on such Common Collateral securing First-Priority Debt Obligations shall terminate are released and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligationsdischarged. Upon delivery to each Second Second-Priority Representative of an Officer’s Certificate a notice from the Designated First-Priority Collateral Agent or the Companies stating that any such termination and release of Liens securing or supporting the First First-Priority Obligations has become effective (or shall become effective concurrently upon each First-Priority Representative’s release), whether in connection with a sale of such termination and release of assets by the Liens granted relevant owner pursuant to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary preceding clauses or proper instruments of termination or release prepared by the Borrower or any other Grantorotherwise, each Second Second-Priority Representative will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at other documents confirming such release on customary terms. In the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release case of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement sale of all or substantially all of the equity interests of a Second Priority RepresentativeGrantor or any of its Subsidiaries, for itself and on behalf the guarantee in favor of the Second Second-Priority Secured Parties under its Second Priority Debt FacilityParties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to release the Liens on extent, the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf guarantee by such Grantor or Subsidiary of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorneyFirst-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself is released and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreementdischarged. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not If in connection with the exercise of the First Lien Collateral Agent's remedies in respect of Collateralthe Collateral provided for in Section 3.1, the First Lien Collateral Agent, for itself or on behalf of any Disposition of Shared the First Lien Claimholders, releases any of its Liens on any part of the Collateral (including all or releases any Grantor from its obligations under its guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, then the Liens, if any, of the Capital Stock Parity Lien Collateral Agent, for itself or for the benefit of the Parity Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Parity Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Parity Lien Collateral Agent, for itself or on behalf of any Subsidiary such Parity Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Grantor such releases and other documents as the First Lien Collateral Agent or such Grantor may request, and authorizes the filing of the Borrowerany termination statements, to effectively confirm such release. (b) so long as Disposition is If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a "DISPOSITION") permitted by under the terms of both the Second Priority Debt DocumentsFirst Lien Loan Documents and the Parity Lien Documents (other than in connection with the exercise of the First Lien Collateral Agent's remedies in respect of the Collateral provided for in Section 3.1), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens granted on any part of the Collateral, or releases any Grantor from its obligations under its guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, in each case other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under any Parity Lien Document, then the Liens, if any, of the Parity Lien Collateral Agent, for itself or for the benefit of the Parity Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Parity Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Parity Lien Collateral Agent, for itself or on behalf of any such Parity Lien Claimholders, promptly shall execute and deliver to the Second Priority Representatives First Lien Collateral Agent or such Grantor such releases and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing other documents as the First Priority Lien Collateral Agent or such Grantor may request, and authorizes the filing of any termination statements, to effectively confirm such release. (c) Until the Discharge of First Lien Obligations has become effective (or shall become effective concurrently with such termination and release of occurs, the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeParity Lien Collateral Agent, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityParity Lien Claimholders, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeLien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative the Parity Lien Collateral Agent or such Second Priority Secured Party holder or in the Designated First Priority Representative’s Lien Collateral Agent's own name, from time to time in the Designated First Priority Representative’s Lien Collateral Agent's discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (cd) Unless and until Until the Discharge of First Priority Lien Obligations has occurredoccurs, each Second Priority Representativeto the extent that the First Lien Collateral Agent or the First Lien Claimholders (i) have released any Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Grantor, then the Parity Lien Collateral Agent, for itself and for the Parity Lien Claimholders, shall be granted a Lien on behalf any such Collateral, subject to the lien subordination provisions of each Second Priority Secured Party this Agreement, and an additional guaranty, as the case may be. (e) In the event that the principal amount of funded First Lien Obligations plus the aggregate face amount of letters of credit, if any, issued under the First Lien Credit Agreement and not reimbursed plus the aggregate principal amount of unfunded commitments under the First Lien Credit Agreement (collectively, the "FIRST LIEN OBLIGATIONS AMOUNT"), at any date of determination no longer constitute at least 15% of the sum of (i) the First Lien Obligations Amount and (ii) the principal amount of funded Parity Lien Obligations (collectively, the "PARITY LIEN OBLIGATIONS AMOUNT"), then, with respect to Collateral, any action provided for in Section 5.1(a) and (b) above (except for releases given in connection with a Disposition or guarantor releases permitted under the First Lien Loan Documents and the Parity Lien Documents) shall require the consent of First Lien Claimholders and Parity Lien Claimholders representing in the aggregate more than 50% of the sum of (i) the First Lien Obligations Amount and (ii) the Parity Lien Obligations Amount. (f) After the Discharge of First Lien Obligations occurs, any sale, lease, exchange, transfer or other dispositions of Collateral or any other release of Liens on any part of the Collateral or any releases of any Grantor from its obligations under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights guaranty of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds Parity Lien Obligations in connection with the Second Priority Debt Obligations sale of the stock, or substantially all the assets, of such Grantor in each case not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement expressly permitted under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any Parity Lien Documents shall only be permitted with the written consent of the actions set forth above only with respect to, or in favor of, the Designated First Priority RepresentativeRequired Parity Lien Claimholders.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any release specified item of Liens on Shared Collateral securing any First Second Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt DocumentsIssuer), the Liens granted to the Second Priority Representatives and the Second Priority Secured Debt Parties upon such Shared Second Priority Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall shall, to the extent permitted by the ABL Credit Facility Documents and not expressly prohibited under the terms of the Indenture as in effect on the date hereof, terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Senior Obligations; provided that, prior to the application of such Proceeds pursuant to Section 4.01, such termination and release shall not apply to the Second Priority ObligationsRepresentative’s Lien (and the Second Priority Representative shall retain a Lien) in the Proceeds of such sale, transfer or other disposition. Upon delivery to each a Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor), each such Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerIssuer’s or the other Grantor’s sole cost and expense and without any recourse, representation or warrantyexpense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Senior Representative and any officer or agent of the Designated First Priority Senior Representative, with full power of substitution, as its true and lawful attorney-attorney- in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Debt Party or in the Designated First Priority Senior Representative’s own name, from time to time in the Designated First Priority Senior Representative’s discretion, discretion (but only if the Second Priority Representative fails to promptly execute any and all Lien releases or other documents reasonably requested by the Designated Senior Representative in connection therewith) for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Senior Debt Document of proceeds of Shared Second Priority Collateral to the repayment of First Priority Senior Obligations pursuant to the First Priority Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement, and further provided that any amounts applied to the Term Obligations may not be reborrowed. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Senior Representative and any the Designated Second Priority Representative or Second Priority Secured PartyRepresentative, such Grantor may, until the applicable Discharge of First Priority Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Senior Representative.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not If in connection with the exercise of the ABL Collateral Agent’s remedies in respect of any ABL First Lien Collateral as provided for in Section 3.1, the ABL Collateral Agent, for itself or on behalf of any of the ABL Secured Parties, releases its Liens on any part of the ABL First Lien Collateral, any Disposition of Shared Collateral (including all or substantially all then the Liens, if any, of the Capital Stock Term Loan Collateral Agent and the Term Loan Secured Parties, on the ABL First Lien Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Term Loan Collateral Agent, for itself and/or on behalf of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documentssuch Persons, the Liens granted promptly shall execute and deliver to the Second Priority Representatives and ABL Collateral Agent or the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any applicable Obligor such termination statements, releases and release of Liens securing other documents as the First Priority Obligations has become effective (ABL Collateral Agent or shall become effective concurrently with such termination and Obligor may request to effectively confirm such release; provided that no release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) Term Loan Collateral Agent with respect to any ABL First Lien Collateral will be deemed to affect any agreement have occurred (a) upon a Discharge of ABL Obligations (other than a Discharge of ABL Obligations occurring as a result of the application of the Proceeds of a Second Priority RepresentativeDisposition of such ABL First Lien Collateral to the ABL Obligations) or (b) in a Refinancing of ABL Obligations with secured indebtedness that is incurred contemporaneously with or promptly after the discharge of such pre-existing ABL Obligations and that constitutes ABL Obligations. (ii) If in connection with the exercise by the Term Loan Collateral Agent of remedies in respect of any Term Loan First Lien Collateral as provided for in Section 3.2, the Term Loan Collateral Agent, for itself and and/or on behalf of any of the Second Priority Term Loan Secured Parties under Parties, releases its Second Priority Debt FacilityLiens on any part of the Term Loan First Lien Collateral, then the Liens, if any, of the ABL Collateral Agent, for itself or for the benefit of the ABL Secured Parties, on the Term Loan First Lien Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The ABL Collateral Agent, for itself and/or on behalf of any such ABL Secured Party shall each promptly execute and deliver to the Term Loan Collateral Agent or the applicable Obligor such termination statements, releases and other documents as the Term Loan Collateral Agent or such Obligor may request to effectively confirm such release; provided that no release of the Liens on of the Second Priority ABL Collateral Agent with respect to any Term Loan First Lien Collateral will be deemed to have occurred (a) upon a Discharge of Term Loan Obligations (other than a Discharge of Term Loan Obligations occurring as set forth a result of the application of the Proceeds of a Disposition of such Term Loan First Lien Collateral to the Term Loan Obligations) or (b) in a Refinancing of Term Loan Obligations with secured indebtedness that is incurred contemporaneously with or promptly after the relevant Second Priority Debt Documentsdischarge of such pre-existing Term Loan Obligations and that constitutes Term Loan Obligations. (b) Each Second Priority RepresentativeIf in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of both the ABL Loan Documents and the Term Loan Documents (including voluntary Dispositions of Collateral by the respective Obligors after (x) in the case of clause (i) below, an ABL Default and at the direction of the ABL Collateral Agent, and (y) in the case of clause (ii) below, a Term Loan Default and at the direction of the Term Loan Collateral Agent), (i) the ABL Collateral Agent, for itself and and/or on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority RepresentativeABL Secured Parties, with full power of substitution, as releases its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take Liens on any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights part of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds ABL First Lien Collateral, other than (A) in connection with the Second Priority Debt Discharge of ABL Obligations not otherwise in contravention (except for a Discharge of this Agreement. (d) Notwithstanding anything ABL Obligations occurring as a result of the application of the Proceeds of the Disposition of such ABL First Lien Collateral to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable lawABL Obligations), (viB) obtain in connection with a Refinancing of ABL Obligations with secured indebtedness that is incurred contemporaneously with or promptly after the agreement discharge of such pre-existing ABL Obligations and that constitutes ABL Obligations or (C) after the occurrence and during the continuance of a bailee or other third party to hold any item Term Loan Default, then the Liens, if any, of Shared the Term Loan Collateral Agent, for itself and/or for the benefit of or subject the Term Loan Secured Parties, on such ABL First Lien Collateral shall be automatically, unconditionally and simultaneously released, and (ii) the Term Loan Collateral Agent, for itself and/or on behalf of the Term Loan Secured Parties, releases its Liens on any part of the Term Loan First Lien Collateral, other than (A) in connection with the Discharge of Term Loan Obligations (except for a Discharge of Term Loan Obligations occurring as a result of the application of the Proceeds of the Disposition of such Term Loan First Lien Collateral to the control Term Loan Obligations), (B) in connection with a Refinancing of orTerm Loan Obligations with secured indebtedness that is incurred contemporaneously with or promptly after the discharge of such pre-existing Term Loan Obligations and that constitutes Term Loan Obligations or (C) after the occurrence and during the continuance of a ABL Default, in respect then the Liens, if any, of the ABL Collateral Agent, for itself and/or for the benefit of the ABL Secured Parties, on such Term Loan First Lien Collateral shall be automatically, unconditionally and simultaneously released. The ABL Collateral Agent or Term Loan Collateral Agent, each for itself and/or on behalf of any item of Shared Collateralsuch ABL Secured Parties or Term Loan Secured Parties, as the case may be, promptly shall execute and deliver to follow the instructions of Term Loan Collateral Agent, ABL Collateral Agent or (vii) obtain such Obligor such termination statements, releases and other documents as the agreement of a landlord with respect Term Loan Collateral Agent, ABL Collateral Agent or such Obligor may request to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, effectively confirm such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativerelease.

Releases. (a) Each Second If in connection with the exercise of the Senior Priority RepresentativeCollateral Agent’s remedies in respect of any Collateral as provided for in Section 3.1 after a Senior Priority Default, the Senior Priority Collateral Agent, for itself or on behalf of any of the Senior Priority Claimholders, releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Junior Priority Collateral Agent, for itself or for the benefit of the Junior Priority Claimholders, on the Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Junior Priority Collateral Agent, for itself or on behalf of the Junior Priority Claimholders, promptly shall, at the sole cost and expense of the Credit Parties, execute and deliver to the Senior Priority Collateral Agent or such Grantor such termination statements, financing change statements, releases and other documents as the Senior Priority Collateral Agent or such Grantor may reasonably request to effectively confirm such release. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of the Senior Priority Documents and the Junior Priority Documents (other than in connection with the exercise of the Senior Priority Collateral Agent’s rights and remedies in respect of the Collateral after a Senior Priority Default as provided for in Section 3.1), the Senior Priority Collateral Agent, for itself or on behalf of any of the relevant Senior Priority Claimholders, releases any of its Liens on any part of the Collateral, in each case other than (A) in connection with the Discharge of Priming Senior Priority Obligations or (B) after the occurrence and during the continuance of a Junior Priority Default, then the Liens, if any, of the Junior Priority Collateral Agent, for itself or for the benefit of the Junior Priority Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released. The Junior Priority Collateral Agent, each for itself and on behalf of each Second any Junior Priority Secured Party under its Second Priority Debt FacilityClaimholders, agrees thatas the case may be, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledgeshall, at the Borrower’s or the other Grantor’s sole cost and expense of the Credit Parties, execute and without any recourse, representation deliver to the Senior Priority Collateral Agent or warranty, such instruments to evidence Grantor such termination statements, financing change statements, releases and release other documents as the Senior Priority Collateral Agent or such Grantor may reasonably request to effectively confirm such release. (c) Until the Discharge of Priming Senior Priority Obligations shall occur, the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Junior Priority RepresentativeCollateral Agent, for itself and on behalf of the Second Junior Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityClaimholders, hereby irrevocably constitutes and appoints the Designated First Senior Priority Representative Collateral Agent and any officer or agent of the Designated First Senior Priority RepresentativeCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second the Junior Priority Representative Collateral Agent or such Second Priority Secured Party holder or in the Designated First Junior Priority RepresentativeCollateral Agent’s own name, from time to time in the Designated First Senior Priority RepresentativeCollateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until . The Junior Priority Collateral Agent shall have no liability with respect to any action taken by any other Collateral Agent or any officer or agent of the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared other Collateral to the repayment of First Priority Obligations Agent pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreementsuch appointment. (d) Notwithstanding anything Until the Discharge of Priming Senior Priority Obligations shall occur, to the contrary in any Second extent that the Senior Priority Collateral Document, in Agent or the event the terms of a First Senior Priority Collateral Document and a Second Priority Collateral Document each require any Grantor Claimholders (i) to make payment in respect of have released any item of Shared Collateral, Lien on Collateral and such Lien is later reinstated or (ii) to deliver or afford control over obtain any item of Shared new Liens from any Grantor, then the Junior Priority Collateral toAgent, or deposit for itself and for the Junior Priority Claimholders shall be granted a Lien on any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared such Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control lien priority provisions of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativethis Agreement.

Releases. (a) If in connection with any Enforcement Action by any First Lien Representative or any First Lien Collateral Agent or any other exercise of any First Lien Representative’s or any First Lien Collateral Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of First Lien Obligations, such First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders represented by it, releases any of its Liens on any part of the Collateral or such First Lien Representative, for itself or on behalf of any of the First Lien Claimholders represented by it releases any Grantor from its obligations under its guaranty of the First Lien Obligations, then the Liens, if any, of each Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. If in connection with any Enforcement Action or other exercise of rights and remedies by any First Lien Representative or any First Lien Collateral Agent, in each case prior to the Discharge of First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and such First Lien Collateral Agent releases its Lien on the property or assets of such Person then the Liens of each Second Lien Collateral Agent with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of such First Lien Collateral Agent. Each Second Priority Lien Representative and each Second Lien Collateral Agent, for itself or on behalf of any Second Lien Claimholder represented by it, shall promptly execute and deliver to the First Lien Representatives, First Lien Collateral Agents or such Grantor such termination statements, releases and other documents as any First Lien Representative, First Lien Collateral Agent or such Grantor may request to effectively confirm the foregoing releases. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the First Lien Documents and not expressly prohibited under the terms of the Second Lien Documents (other than in connection with an Enforcement Action or other exercise of any First Lien Representative’s and/or First Lien Collateral Agent’s remedies in respect of the Collateral, which shall be governed by Section 5.1(a)), any First Lien Collateral Agent, for itself or on behalf of any First Lien Claimholder represented by it, releases any of its Liens on any part of the Collateral, or any First Lien Representative, for itself or on behalf of any First Lien Claimholder represented by it, releases any Grantor from its obligations under its guaranty of the First Lien Obligations, in each case other than (A) in connection with, or following, the Discharge of First Lien Obligations or (B) after the occurrence and during the continuance of any Event of Default under (and as defined in) any Second Lien Document, then the Liens, if any, of each Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders represented by it, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholder represented by it, agrees thatshall promptly execute and deliver to the First Lien Representatives, in the event of any release of Liens on Shared First Lien Collateral securing Agents or such Grantor such termination statements, releases and other documents as any First Priority Lien Representative, First Lien Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantoroccurs, each Second Priority Lien Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a each Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Lien Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority RepresentativeAgent, for itself and on behalf of each other Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholder represented by it, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeLien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or Lien Representative, such Second Priority Secured Party Lien Collateral Agent and such Second Lien Claimholders or in the Designated First Priority RepresentativeLien Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of First Priority Lien Obligations. (d) Until the Discharge of First Lien Obligations has occurredoccurs, to the extent that any First Lien Collateral Agent, any First Lien Representative or First Lien Claimholders (i) have released any Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new Liens or additional guarantees from any Grantor, then each Second Priority Lien Collateral Agent, for itself and for the Second Lien Claimholders represented by it, shall be granted a Lien on any such Collateral (except to the extent such Lien represents a Second Lien Declined Lien with respect to the Second Lien Debt represented by such Second Lien Collateral Agent), subject to the lien subordination provisions of this Agreement, and each Second Lien Representative, for itself and on behalf of each for the Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholders represented by it, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make granted an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateraladditional guaranty, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativecase may be.

Releases. (a) Each The Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its other Second Priority Debt FacilityParty, agrees that, in the event of a sale, transfer or other disposition of any release specified item of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock equity interests of any Subsidiary subsidiary of the BorrowerCompany) so long as Disposition in connection with (i) any Enforcement Action by a Senior Secured Party pursuant to Section 3.01 or (ii) any sale, transfer or other disposition of Collateral that is permitted by under the terms Second Priority Debt Documents (other than during the continuance of any Event of Default under the Second Priority Debt Documents), the Liens granted to the Second Priority Representatives Representative and the other Second Priority Secured Debt Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Senior Obligations; provided that the Liens securing the Senior Obligations and the Second Priority ObligationsDebt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Collateral securing the Senior Obligations rank to the Liens on the Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Upon delivery to each a Second Priority Representative of an Officer’s Certificate stating that (x) any such termination and release of Liens securing the First Priority Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Debt Parties and the Second Priority RepresentativesRepresentative) and (y) in the case of any release pursuant to clause (ii) above, such sale, transfer or other disposition is permitted under the Second Priority Debt Documents and no Event of Default is occurring thereunder, and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, each such Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense and without any recourse, representation or warrantyexpense, such instruments reasonably requested by the Company to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its other Second Priority Debt FacilityParties, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Until the Discharge of the Senior Obligations, the Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its other Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated First Priority Senior Representative and any officer or agent of the Designated First Priority Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Debt Party or in the Designated First Priority Senior Representative’s own name, from time to time in the Designated First Priority Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be reasonably necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations If in connection with (i) any Enforcement Action by the First Lien Collateral Agent or any other exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, for itself or on behalf of any other First Lien Claimholder, releases any of its Liens on any part of the Collateral or (ii) releases any Grantor from its obligations under its guaranty of the First Lien Obligations, then the Liens, if not any, of the Second Lien Notes Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. If in connection with the any Enforcement Action or other exercise of rights and remedies by the First Lien Collateral Agent, in each case prior to the Discharge of First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Lien Collateral Agent releases its Lien on the property or assets of such Person then the Liens of Second Lien Notes Agent with respect to the property or assets of Collateral, any Disposition of Shared Collateral (including all or substantially all such Person will be automatically released to the same extent as the Liens of the Capital Stock First Lien Collateral Agent. The Second Lien Notes Agent, for itself or on behalf of any Subsidiary such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request and prepare to effectively confirm the foregoing releases. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the Borrower) so long as Disposition is permitted by First Lien Loan Documents and the terms of the Second Priority Debt DocumentsLien Notes Documents (other than in connection with an Enforcement Action or other exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a)), the First Lien Collateral Agent, for itself or on behalf of any other First Lien Claimholder, releases any of its Liens granted to on any part of the Collateral, or releases any Grantor from its obligations under its guaranty of the First Lien Obligations, in each case other than in connection with, or following, the Discharge of First Lien Obligations, then the Liens, if any, of the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeLien Notes Agent, for itself and for the benefit of the other Second Lien Claimholders, on behalf such Collateral, and the obligations of such Grantor under its guaranty of the Second Priority Secured Parties under its Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority RepresentativeLien Notes Agent, for itself and or on behalf of each other Second Priority Secured Party under its Lien Claimholder, shall promptly execute and deliver to the First Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request and prepare to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Second Priority Debt FacilityLien Notes Agent, on behalf of itself and each other Second Lien Claimholder, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Collateral Agent and any officer or agent of the Designated First Priority RepresentativeLien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact attorney‑in‑fact with full irrevocable power and authority in the place and stead of the Second Lien Notes Agent and such Second Priority Representative or such Second Priority Secured Party Lien Claimholder or in the Designated First Priority RepresentativeLien Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this AgreementLien Obligations. (d) Notwithstanding anything Until the Discharge of First Lien Obligations occurs, to the contrary in extent that the First Lien Collateral Agent or any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor Lien Claimholder (i) to make payment in respect of has released any item of Shared Collateral, Lien on Collateral or any Grantor from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) to deliver obtains any new Liens or afford control over additional guarantees from any item of Shared Collateral toGrantor, or deposit then the Second Lien Notes Agent, for itself and for the other Second Lien Claimholders, shall be granted a Lien on any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared such Collateral, with instructions or orders fromsubject to the lien subordination provisions of this Agreement, or to treat, in respect of any item of Shared Collateraland the Second Lien Notes Agent shall be granted an additional guarantee, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativecase may be.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf at any time any Grantor or the holder of any Senior Lender Claim delivers notice to each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of Agent that any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Common Collateral (including all or substantially all of the Capital Stock equity interests of a Grantor or any Subsidiary of its Subsidiaries) (including for such purpose, in the case of the Borrowersale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) so long is: (A) sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction not prohibited under the Credit Agreement, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any); or (ii) prior to the Discharge of Senior Lender Claims, to the extent that any of the First Lien Agents has consented to such sale, transfer or disposition; or (B) otherwise released as Disposition is permitted by the terms of Credit Agreement and the Second Other First Priority Debt Lien Obligations Credit Documents, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens granted to the Second Priority Representatives and in favor of the Second Priority Secured Parties upon such Shared Common Collateral (will automatically be released and discharged as and when, but not upon only to the proceeds thereof) to secure Second Priority Debt Obligations shall terminate extent, such Liens on such Common Collateral securing Senior Lender Claims are released and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligationsdischarged. Upon delivery to each Second Priority Representative Agent of an Officer’s Certificate a notice from any First Lien Agent stating that any such termination and release of Liens securing or supporting the First Priority Obligations Senior Lender Claims has become effective (or shall become effective concurrently upon each Second Priority Agent’s release) (whether in connection with a sale of such termination and release of assets by the Liens granted relevant Grantor pursuant to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary preceding sentence or proper instruments of termination or release prepared by the Borrower or any other Grantorotherwise), each Second Priority Representative Agent will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledgeother documents confirming such release on customary terms. Notwithstanding the foregoing, at if an Event of Default under the Borrower’s or Indenture exists on the other Grantor’s sole cost and expense and without any recoursedate of Discharge of Senior Lender Claims, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and second priority Liens on behalf of the Collateral securing the Second Priority Secured Parties under its Second Priority Debt FacilityClaims will not be released pursuant to clause (B) of the foregoing paragraph, except to release the extent the Collateral or any portion thereof was disposed of in order to repay the Senior Lender Claims secured by the Collateral (but in such event, the Liens on the Collateral securing the Second Priority Collateral as set forth in Claims will be released when such Event of Default and all other Events of Default under the relevant Second Priority Debt DocumentsIndenture cease to exist). (b) Each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated each First Priority Representative Lien Agent and any officer or agent of the Designated such First Priority RepresentativeLien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such each Second Priority Representative Agent or such Second Priority Secured Party holder or in the Designated such First Priority RepresentativeLien Agent’s own name, from time to time in the Designated such First Priority RepresentativeLien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations Senior Lender Claims has occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared Common Collateral or other collateral to the repayment of First Priority Obligations Senior Lender Claims pursuant to the First Priority Debt Senior Lender Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Agents or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not If in connection with the exercise of Revolving Credit Collateral Agent’s remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documentsprovided for in Section 3.1, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Revolving Credit Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeAgent, for itself and and/or on behalf of any of the Second Priority Secured Parties under other Revolving Credit Claimholders, releases its Second Priority Debt Facility, to release the Liens on any part of the Second Revolving Credit Collateral, then the Liens, if any, of the Collateral Trustee, the Term Priority Lien Claimholders and the Subordinated Lien Claimholders, on the Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Collateral Trustee, for itself and/or on behalf of any of the Term Priority Lien Claimholders and/or on behalf of any of the Subordinated Lien Claimholders, promptly shall execute and deliver to the Revolving Credit Collateral Agent or such Grantor such termination statements, releases and other documents as set forth in the relevant Second Priority Debt DocumentsRevolving Credit Collateral Agent or such Grantor may request to effectively confirm such release. (b) Each Second If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of each of the Revolving Credit Loan Documents, the Term Priority RepresentativeLien Documents and the Subordinated Lien Documents (including voluntary Dispositions of Revolving Credit Collateral by the respective Grantors after a Revolving Credit Default, voluntary Dispositions of Term Priority Lien Collateral by the respective Grantors after a Term Priority Lien Default and voluntary Dispositions of Subordinated Lien Collateral by the respective Grantors after a Subordinated Lien Default), the Revolving Credit Collateral Agent, for itself and and/or on behalf of any of the Revolving Credit Claimholders, releases its Liens on any part of the Revolving Credit Collateral, in each Second case other than (x) in connection with the Discharge of Revolving Credit Obligations or (y) after the occurrence and during the continuance of a Term Priority Secured Party under its Second Lien Default or a Subordinated Lien Default as the case may be (which clause (y) will not apply if the net proceeds of such Disposition are applied to the Revolving Credit Obligations), then the Liens, if any, of the Collateral Trustee, for itself and/or on behalf of any of the Term Priority Debt FacilityLien Claimholders and/or on behalf of any of the Subordinated Lien Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released. The Collateral Trustee, for itself and/or on behalf of any Term Priority Lien Claimholder and/or on behalf of any Subordinated Lien Claimholder, promptly shall execute and deliver to the Revolving Credit Collateral Agent or such Grantor such termination statements, releases and other documents as the Revolving Credit Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of Revolving Credit Obligations shall occur, the Collateral Trustee, for itself and/or on behalf of the Term Priority Lien Claimholders and/or on behalf of the Subordinated Lien Claimholders, hereby irrevocably constitutes and appoints the Designated First Priority Representative Revolving Credit Collateral Agent and any officer of its officers or agent of the Designated First Priority Representativeagents, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Collateral Trustee, such Second Term Priority Representative Lien Claimholder or such Second Priority Secured Party or Subordinated Lien Claimholder, whether in the Designated First Revolving Credit Collateral Agent’s name or, at the option of the Revolving Credit Collateral Agent, in the Collateral Trustee’s, any Term Priority RepresentativeLien Claimholder’s or Subordinated Lien Claimholder’s own name, from time to time in the Designated First Priority Representativesuch Revolving Credit Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of a Disposition of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (iitem(s) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of the Borrower or any Subsidiary of the Borrower) so long as Disposition (i) in connection with any exercise of remedies in respect of any Collateral by a Senior Priority Representative, or (ii) that is permitted by the terms of the Second Priority Debt Documents and the Senior Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon on the proceeds thereofProceeds thereof that were not applied to the payment of Senior Obligations) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Senior Obligations. Upon delivery to each a Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release have been prepared by the Borrower or any other Grantor, each or upon request of the Designated Senior Representative, such Second Priority Representative will promptly (and, in any event, within 3 Business Days) execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens; provided that delivery of any such instruments shall not be deemed to be a condition precedent to such termination and release, which shall occur automatically as described herein and shall not in any event require any action to be taken by the Second Priority Representative or any Second Priority Secured Parties. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as in any circumstances not described herein to the extent such agreement is set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Senior Representative and any officer or agent of the Designated First Priority Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Senior Representative’s own name, from time to time in the Designated First Priority Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Senior Priority Debt Document of proceeds Proceeds of Shared Collateral to the repayment of First Priority Senior Obligations pursuant to the First Senior Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds Proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Senior Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder tothereunder, (iv) to cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) to hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable lawLaw), (vi) to obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) to obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Senior Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Senior Representative.

Releases. (a) Each Second Priority RepresentativeIf: (i) all other Liens (other than Permitted Liens (as defined in the Indenture) under clauses (b) - (aa) of the definition of Permitted Liens in the Indenture) on any Common Collateral securing Credit Agreement Obligations or any Other Second-Lien Obligations then secured by that Common Collateral (including all commitments thereunder) are released; provided that after giving effect to the release, Senior Secured Claims secured by Liens on the remaining Common Collateral remain outstanding; (ii) any Common Collateral is disposed of pursuant to a transaction permitted or not prohibited under the Indenture; (iii) the Company provides substitute collateral for any Common Collateral with at least an equivalent fair value, as determined in good faith by the Board of Directors of the Company; (iv) all of the stock of any of the Subsidiaries that is Common Collateral is released or any Subsidiary that is a Note Guarantor (as defined in the Indenture) is released from its Note Guarantee (as defined in the Indenture); or (v) the Company so requests in respect of Common Collateral with a fair value, as determined in good faith by the Board of Directors of the Company, of up to $2.0 million in any calendar year; subject to a cumulative carryover for any amount not used in any prior calendar year, then the Liens, if any, of the Trustee, for itself or for the benefit of the Noteholders, on such Common Collateral (and, in the case of clause (iv) above, on the assets of such Subsidiary that constitute Common Collateral) shall be automatically, unconditionally and simultaneously released and the Trustee, for itself and on behalf of each Second Priority Secured Party any such Noteholder, promptly shall execute and deliver to the Credit Agent or such Grantor such termination statements, releases and other documents as the Credit Agent or such Grantor may request to effectively confirm such release; provided that a Grantor shall not be released from its guaranty of the Noteholder Claims pursuant to this Section if such Grantor will remain liable under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies a guaranty in respect of Collateral the Senior Subordinated Notes or other Subordinated Obligations (iieach as defined in the Indenture). (b) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeThe Trustee, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityNoteholders, hereby irrevocably constitutes and appoints the Designated First Priority Representative Credit Agent and any officer or agent of the Designated First Priority RepresentativeCredit Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative the Trustee or such Second Priority Secured Party holder or in the Designated First Priority Representative’s Credit Agent's own name, from time to time in the Designated First Priority Representative’s Credit Agent's discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in at any time any Grantor or the event holder of any release of Liens on Shared Collateral securing Senior Lender Claim delivers notice to each Second-Priority Agent that any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared specified Common Collateral (including all or substantially all of the Capital Stock equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction permitted under each Senior Debt Instrument, the Second-Lien Notes Indenture and each other Second-Priority Document (if any); or (ii) during the existence of any Subsidiary Event of Default under (and as defined in) each Senior Debt Instrument to the extent the Intercreditor Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Second-Priority Secured Parties upon such Shared Collateral (will automatically be released and discharged as and when, but not upon only to the proceeds thereof) to secure Second Priority Debt Obligations shall terminate extent, such Liens on such Collateral securing Senior Lender Claims are released and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligationsdischarged. Upon delivery to each Second Second-Priority Representative Agent of an Officer’s Certificate a notice from the Intercreditor Agent stating that any such termination and release of Liens securing or supporting the First Priority Obligations Senior Lender Claims has become effective (or shall become effective concurrently with upon each Second-Priority Agent’s release), each Second-Priority Agent will promptly execute and deliver such instruments, releases, termination and statements or other documents confirming such release on customary terms. In the case of the Liens granted sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the Second Priority Secured Parties extent, the guarantee by such Grantor or Subsidiary of Senior Lender Claims is released and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentsdischarged. (b) Each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated First Priority Representative Intercreditor Agent and any officer or agent of the Designated First Priority RepresentativeIntercreditor Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second each Second-Priority Representative Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeIntercreditor Agent’s own name, from time to time in the Designated First Priority RepresentativeIntercreditor Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations Senior Lender Claims has occurred, each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event a default, of default under any First Priority Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of First Priority Obligations Senior Lender Claims pursuant to the First Priority each Senior Debt Documents, Instrument; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives Agents or the Second Second-Priority Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations Claims not otherwise in contravention of this Agreementagreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not If in connection with the exercise of the First Lien Security Agent’s remedies in respect of the Collateral, the First Lien Security Agent, for itself or on behalf of any Disposition of Shared Collateral (including all or substantially all of the Capital Stock First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases any Guarantor Subsidiary from its obligations under its guarantee of the First Lien Obligations, then the Liens, if any, of the Second Lien Security Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Security Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Security Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Security Agent or such Guarantor Subsidiary may request to effectively confirm such release. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the Borrower) so long as Disposition is permitted by First Lien Loan Documents and not expressly prohibited under the terms of the Second Priority Debt DocumentsLien Loan Documents (other than in connection with the exercise of the First Lien Security Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), the First Lien Security Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens granted on any part of the Collateral, or releases any Guarantor Subsidiary from its obligations under its guarantee of the First Lien Obligations, in each case other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Second Lien Credit Agreement, then the Liens, if any, of the Second Lien Security Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Security Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the Second Priority Representatives First Lien Security Agent or such Grantor such termination statements, releases and other documents as the First Lien Security Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeLien Security Agent, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityLien Claimholders, hereby irrevocably constitutes and appoints the Designated First Priority Representative Lien Security Agent and any officer or agent of the Designated First Priority RepresentativeLien Security Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Security Agent or such Second Priority Secured Party holder or in the Designated First Priority RepresentativeLien Security Agent’s own name, from time to time in the Designated First Priority RepresentativeLien Security Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (cd) Unless and until Until the Discharge of First Priority Lien Obligations has occurredoccurs (except in connection with an Insolvency or Liquidation Proceeding), each to the extent that the First Lien Security Agent or the First Lien Claimholders (i) have released any Lien on Collateral or any Guarantor Subsidiary from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) obtain any new liens or additional guarantees from any Guarantor Subsidiary, then the Second Priority RepresentativeLien Security Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention lien subordination provisions of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateraladditional guarantee, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representativecase may be.

Releases. (a) Each Second If in connection with any Enforcement Action by the ABL Collateral Agent or any other exercise of the ABL Collateral Agent’s remedies, in each case, in respect of the ABL Priority RepresentativeCollateral (including, without limitation, the disposition of any ABL Priority Collateral by any ABL Grantor during an Event of Default under (and defined in) the ABL Loan Document with the consent of the ABL Collateral Agent), in each case prior to the Discharge of ABL Obligations, the ABL Collateral Agent, for itself and or on behalf of each Second any other ABL Claimholder, releases any of its Liens on any part of the ABL Priority Secured Party under its Second Collateral, then the Liens, if any, of the Term Loan Collateral Agent, for itself or for the benefit of the Term Loan Claimholders, on such ABL Priority Debt FacilityCollateral, agrees thatshall be automatically, in the event unconditionally and simultaneously released. The Term Loan Collateral Agent, for itself or on behalf of any release of Liens on Shared such Term Loan Claimholders, promptly shall execute and deliver to the ABL Collateral securing any First Priority Obligations in connection with (i) Agent or the exercise of remedies applicable ABL Grantor such termination statements, releases and other documents in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second ABL Priority Collateral as set forth the ABL Collateral Agent or the applicable ABL Grantor may request to effectively confirm the foregoing releases, in each case at the relevant Second Priority Debt Documentsexpense of the ABL Grantors. (b) Each Second If in connection with any sale, lease, exchange, transfer or other disposition of any ABL Priority RepresentativeCollateral by any ABL Grantor (collectively, a “Disposition”) permitted by or otherwise in accordance with the terms of the ABL Loan Documents and not prohibited under the terms of the Term Loan Documents (other than in connection with an Enforcement Action or other exercise of the ABL Collateral Agent’s remedies in respect of the ABL Priority Collateral which shall be governed by Section 5.1(a)), the ABL Collateral Agent, for itself or on behalf of any other ABL Claimholder, releases any of its Liens on any part of the ABL Priority Collateral, then the Liens, if any, of the Term Loan Collateral Agent, for itself and for the benefit of the other Term Loan Claimholders, on such ABL Priority Collateral shall be automatically, unconditionally and simultaneously released unless as a result of, or following, the Discharge of ABL Obligations. The Term Loan Collateral Agent, for itself or on behalf of each Second Priority Secured Party under its Second Priority Debt Facilityother Term Loan Claimholder, shall promptly execute and deliver to the ABL Collateral Agent or the ABL Grantor such termination statements, releases and other documents as the ABL Collateral Agent or the applicable ABL Grantor may request to effectively confirm such release. (c) Until the Discharge of ABL Obligations occurs, the Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder, hereby irrevocably constitutes and appoints the Designated First Priority Representative ABL Collateral Agent and any officer or agent of the Designated First Priority RepresentativeABL Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Term Loan Collateral Agent and such Second Priority Representative or such Second Priority Secured Party Term Loan Claimholder or in the Designated First Priority RepresentativeABL Collateral Agent’s own name, from time to time in the Designated First Priority RepresentativeABL Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of First ABL Obligations.1 (d) Until the Discharge of ABL Obligations occurs, to the extent that the ABL Collateral Agent or any ABL Claimholder (i) has released any Lien on ABL Priority Obligations has occurredCollateral and any such Liens are later reinstated or (ii) obtains any new Liens from any ABL Grantor, each Second Priority Representativethen the Term Loan Collateral Agent, for itself and for the other Term Loan Claimholders, shall be granted a Lien on behalf of each Second any such ABL Priority Secured Party under its Second Priority Debt Facility, hereby consents Collateral (except to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral extent such Lien represents a Term Loan Declined Lien with respect to the repayment of First Priority Term Loan Obligations pursuant represented by the Term Loan Collateral Agent), subject to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention lien subordination provisions of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority (x) If at any time any Grantor or any First Lien Secured Party under its Second Priority Debt Facility, agrees thatdelivers notice to the Junior Lien Representative with respect to any specified Collateral (including for such purpose, in the event case of any release the sale or other disposition of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock equity interests in any Subsidiary, any Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (A) such specified Collateral has been or is being sold, leased, exchanged, transferred or otherwise disposed of any by the owner of such Collateral in a transaction permitted under the First Lien Documents and the Junior Priority Documents; or (B) the First Priority Liens thereon have been or are being released in connection with the release of a Subsidiary from its guarantee under all of the BorrowerFirst Lien Documents; or (C) so long the First Priority Liens thereon have been or are being otherwise released as Disposition is permitted by the terms First Lien Documents or by the First Lien Representative on behalf of the Second Priority Debt DocumentsFirst Lien Secured Parties (unless, in the case of clause (B) or (C) of this Section 5.1(a)(x), such release occurs in connection with, and after giving effect to, a Discharge of First Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Collateral by the First Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies, a “Payment Discharge”)), then the Junior Liens upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Collateral securing First Lien Obligations are released and discharged (provided that in the case of any release of Collateral not pursuant to a Payment Discharge, the Liens granted to on any Collateral disposed of in connection with the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt satisfaction in whole or in part of First Lien Obligations shall terminate and be released, automatically and without released but any further action, concurrently proceeds thereof not used for purposes of the Discharge of First Lien Obligations or otherwise in accordance with the termination First Lien Documents shall be subject to Junior Liens and release of all Liens granted upon such Shared Collateral shall be applied pursuant to secure First Priority ObligationsSection 4.1). Upon delivery to each Second Priority the Junior Lien Representative of an Officer’s Certificate a notice from the First Lien Representative stating that any such termination and release of Liens securing or supporting the First Priority Lien Obligations has become effective (or shall become effective concurrently upon the Junior Lien Representative’s release), the Junior Lien Representative will promptly, at the Company’s expense, execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the First Lien Representative in connection with such termination and release release. In the case of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments sale of termination or release prepared by the Borrower capital stock of a Subsidiary or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at transaction resulting in the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of such Subsidiary’s guarantee under the Liens. Nothing First Lien Documents in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representativeaccordance with the First Lien Documents, for itself and on behalf the guarantee in favor of the Second Priority Junior Lien Secured Parties under its Second Priority Debt FacilityParties, to release the Liens on the Second Priority Collateral if any, made by such Subsidiary will automatically be released and discharged as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representativeand when, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents but only to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor ofextent, the Designated guarantee by such Subsidiary of all First Priority RepresentativeLien Obligations is released and discharged.

Releases. (a) Each Second If, at any time any Grantor or the holder of any ABL Obligations delivers notice to the Term Loan Agent or Notes Agent, or after the Discharge of ABL Obligations, the holder of any Term Loan Obligations delivers notice to the Notes Agent, that any ABL Priority RepresentativeCollateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Equity Interest of any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) or any other release of ABL Priority Collateral has occurred in accordance with the provisions of the ABL Credit Agreement or, after the Discharge of ABL Obligations, the Term Loan Credit Agreement: (i) in a transaction permitted under the ABL Credit Agreement and the Term Loan Credit Agreement; or (ii) during the existence of any Event of Default under (and as defined in, as in effect on the date hereof) the ABL Credit Agreement by the owner of such ABL Priority Collateral (to the extent the ABL Agent has consented to such sale, transfer or disposition) or by the ABL Agent in connection with the Exercise of Any Secured Creditor Remedies or, after the Discharge of ABL Obligations, during the existence of any Event of Default under (and as defined in, as in effect on the date hereof) the Term Loan Credit Agreement by the owner of such ABL Priority Collateral (to the extent the Term Loan Agent has consented to such sale, transfer or disposition) or by the Term Loan Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency Proceeding is pending at the time) the Liens in favor of the Term Loan Secured Parties and the Notes Secured Parties upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Obligations (and, as applicable, the guarantee granted by any Term Loan Guarantor or Notes Party that, as a result of such sale, transfer or other disposition is no longer a Subsidiary of Holdings) are released and discharged; provided that the proceeds of such sale, transfer or other disposition shall be applied as specified in the ABL Credit Agreement or, after the Discharge of ABL Obligations, the Term Loan Credit Agreement; provided, further, that if the Exercise of Any Secured Creditor Remedies has occurred in respect of any ABL Obligations such proceeds shall be applied in accordance with Section 4 hereof. Upon delivery to the Term Loan Agent and the Notes Agent of a notice from the ABL Agent stating that any release or discharge of Liens by the ABL Agent or, after the Discharge of ABL Obligations, the Term Loan Agent securing or supporting the ABL Obligations or, after the Discharge of ABL Obligations, the Term Loan Obligations on any ABL Priority Collateral has become effective (or shall become effective upon the Term Loan Agent’s and Notes Agent’s release), the Term Loan Agent and the Notes Agent will each promptly execute, file and deliver such instruments, releases, termination statements, discharges or other documents (including UCC-3 termination statements, or discharges or registration, mortgage releases, and termination of USPTO and copyright filings) confirming such release or discharge or non-crystallization on customary terms at the expense of the Borrower. The Term Loan Agent, for itself and on behalf of each Second Priority applicable Term Loan Secured Party under its Second Priority Debt Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations. Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt FacilityParty, hereby irrevocably constitutes and appoints (which appointment being coupled with an interest) the Designated First Priority Representative ABL Agent and any officer or agent of the Designated First Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative Term Loan Agent or such Second Priority Term Loan Secured Party (as applicable) or in the Designated First Priority RepresentativeABL Agent’s own name, from time to time in the Designated First Priority RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make filings that may be necessary or desirable to accomplish the purposes of this Section 5.01(a5.1(a), including filing any termination statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the ABL Agent shall not exercise such power of attorney unless the Term Loan Agent have failed to comply with their obligations under this Section 5.1(a) within two Business Days after demand by the ABL Agent. The Notes Agent, for itself and on behalf of each applicable Notes Secured Party, hereby irrevocably constitutes and appoints (which appointment being coupled with an interest) the ABL Agent and any officer or agent of the ABL Agent and, after the Discharge of ABL Obligations, the Term Loan Agent and any officer or agent of the Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Notes Agent or such Notes Secured Party (as applicable) or in the ABL Agent’s or, after the Discharge of ABL Obligations, Term Loan Agent’s own name, from time to time in the ABL Agent’s or, after the Discharge of ABL Obligations, the Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(a), including filing any termination statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the ABL Agent or the Term Loan Agent (as applicable) shall not exercise such power of attorney unless the Notes Agent has failed to comply with their obligations under this Section 5.1(a) within two Business Days after demand by the ABL Agent or the Term Loan Agent (as applicable). (b) If, at any time any Grantor or the holder of any Term Loan Obligation delivers notice to the ABL Agent or the Notes Agent, or after the Discharge of Term Loan Obligations, the holder of ABL Obligations, that any specified Term Loan Priority Collateral (including all or substantially all of the Equity Interest of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of Equity Interest of any Subsidiary, any Term Loan Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of or any other release of Term Loan Priority Collateral has occurred in accordance with the provisions of the Term Loan Credit Agreement: (i) in a transaction permitted under the Term Loan Credit Agreement and the ABL Credit Agreement; or (ii) during the existence of any Event of Default under (and as defined in, as in effect on the date hereof) the Term Loan Credit Agreement by the owner of such Term Loan Priority Collateral (to the extent the Term Loan Agent has consented to such sale, transfer or disposition) or by the Term Loan Agent in connection with the Exercise of Any Secured Creditor Remedies or, after the Discharge of Term Loan Obligations, during the existence of any Event of Default under (and as defined in, as in effect on the date hereof) the ABL Credit Agreement by the owner of such Term Loan Priority Collateral (to the extent the ABL Agent has consented to such sale, transfer or disposition) or by the ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency Proceeding is pending at the time) the Liens in favor of the ABL Secured Parties and the Notes Secured Parties upon such Term Loan Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Loan Priority Collateral securing Term Loan Obligations (and, as applicable, the guarantee granted by any ABL Guarantor or any Notes Party that, as a result of such sale, transfer or other disposition is no longer a Subsidiary of Holdings) are released and discharged; provided that the proceeds of such sale, transfer or other disposition shall be applied as specified in the Term Loan Credit Agreement or, after the Discharge of Term Loan Obligations, the ABL Credit Agreement; provided, further, that, if the Exercise of Any Secured Creditor Remedies has occurred in respect of any Term Loan Obligations or, after the Discharge of Term Loan Obligations, the ABL Obligations, such proceeds shall be applied in accordance with Section 4 hereof. Upon delivery to the ABL Agent and the Notes Agent of a notice from the Term Loan Agent, or after the Discharge of Term Loan Obligations, the ABL Agent, stating that any release or discharge of Liens by the Term Loan Agent or the ABL Agent (as applicable) securing or supporting the Term Loan Obligations or, after the Discharge of Term Loan Obligations, the ABL Obligations on any Term Loan Priority Collateral has become effective (or shall become effective upon the ABL Agent’s and Notes Agent’s release), the ABL Agent and the Notes Agent will each promptly execute, file and deliver such instruments, discharges, releases, termination statements, debt assignments or transfers or other documents (including UCC-3 termination statements, or discharges or registration, mortgage releases, and termination of USPTO and copyright filings) confirming such release or discharge or non-crystallization on customary terms at the expense of the Borrower. The ABL Agent, for itself and on behalf of each ABL Secured Party, hereby irrevocably constitutes and appoints (which appointment being coupled with an interest) the Term Loan Agent and any office or agent of the Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Secured Party (as applicable) or in the Term Loan Agent’s own name, from time to time in the Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the Term Loan Agent shall not exercise such power of attorney unless the ABL Agent has failed to comply with its obligations under this Section 5.1(b) within two Business Days after demand by the Term Loan Agent. The Notes Agent, for itself and on behalf of each Notes Secured Party, hereby irrevocably constitutes and appoints (which appointment being coupled with an interest) the Term Loan Agent and any office or agent of the Term Loan Agent, and after the Discharge of Term Loan Obligations, the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Notes Agent or such Notes Secured Party (as applicable) or in the Term Loan Agent’s, or after the Discharge of Term Loan Obligations, the ABL Agent’s own name, from time to time in the Term Loan Agent’s, or after the Discharge of Term Loan Obligation the ABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the Term Loan Agent, or after the Discharge of Term Loan Obligations, the ABL Agent, shall not exercise such power of attorney unless the Notes Agent has failed to comply with its obligations under this Section 5.1(b) within two Business Days after demand by the Term Loan Agent, or after the Discharge of Term Loan Obligation, the ABL Notes Agent. (c) Unless and until the Discharge of First Priority ABL Obligations has occurred, each Second Priority Representativethe Term Loan Agent, for itself and on behalf of each Second Priority applicable Term Loan Secured Party under its Second Priority Debt FacilityParty, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document a default, of proceeds of Shared ABL Priority Collateral to the repayment of First Priority ABL Obligations pursuant to the First Priority Debt Documents, ABL Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Term Loan Agent or the Second Priority Term Loan Secured Parties to receive proceeds in connection with the Second Term Loan Obligations not otherwise in contravention of this Agreement. Unless and until the Discharge of ABL Obligations and the Discharge of Term Loan Obligations has occurred, the Notes Agent, for itself and on behalf of each applicable Notes Secured Party, hereby consents to the application, whether prior to or after a default, of proceeds of ABL Priority Debt Collateral to the repayment of ABL Obligations pursuant to the ABL Credit Agreement; provided that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights of the Notes Agent or the Notes Secured Parties to receive proceeds in connection with the Notes Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document Unless and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Term Loan Obligations has occurred, comply with such requirement under the Second ABL Agent, for itself and on behalf of each ABL Secured Party, hereby consents to the application, whether prior to or after a default, of proceeds of Term Loan Priority Collateral Document as it relates to such Shared Collateral by taking any the repayment of Term Loan Obligations pursuant to the Term Loan Credit Agreement; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the actions set forth above only ABL Agent or the ABL Secured Parties to receive proceeds in connection with respect to, or the ABL Obligations not otherwise in favor ofcontravention of this Agreement. Unless and until the Discharge of Term Loan Obligations and the Discharge of ABL Obligations has occurred, the Designated First Notes Agent, for itself and on behalf of each applicable Notes Secured Party, hereby consents to the application, whether prior to or after a default, of proceeds of Term Loan Priority RepresentativeCollateral to the repayment of Term Loan Obligations pursuant to the Term Loan Credit Agreement; provided that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights of the Notes Agent or the Notes Secured Parties to receive proceeds in connection with the Notes Obligations not otherwise in contravention of this Agreement.