Common use of Release of Liens Clause in Contracts

Release of Liens. In the event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent (other than in connection with a refinancing as described in Section 5.2(c)), or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with any Exercise of Secured Creditor Remediesa refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved consented to by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)ABL Lenders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority the Term Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyTerm Secured Parties that, that (x) so long as (1) the net cash Term Agent, for the benefit of the Term Secured Parties, shall retain a Lien on the proceeds of any such sale, if any, described in clause transfer or other disposition (A) above to the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.01 hereof and (24.1(b) there is a corresponding release of the Liens securing the Senior Priority Obligationshereof), such sale sale, transfer or release other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Junior Priority Obligations Term Obligations, and (y) such Junior Priority the Term Agent’s and the Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed or released shall terminate and be automatically released without further actionaction concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral. In furtherance of, and subject to, the foregoing, each Junior Priority the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority The Term Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority the Term Agent and in the name of such Junior Priority the Term Agent or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. In The Lenders hereby irrevocably authorize the event Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of (A) any private or public sale the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any portion such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any Exercise exercise of Secured Creditor Remedies by or with the consent remedies of the Senior Priority RepresentativeAdministrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (Bother than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, transfer or other disposition all of all or any portion which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral other than in connection with any Exercise of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted held by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance ofAdministrative Agent, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all to such Loan Party such documents and instruments as may be necessary or desirable such Loan Party shall reasonably request to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any evidence such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateralrelease.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent (other than in connection with a refinancing as described in Section 5.2(c) hereof), or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with any Exercise of Secured Creditor Remediesa refinancing as described in Section 5.2(c) hereof), so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved consented to by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)ABL Lenders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent of the Term Agents agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyrelevant Term Secured Parties that, that (x) so long as (1) such Term Agent, for the net cash benefit of the relevant Term Secured Parties, shall retain a Lien on the proceeds of any such sale, if any, described in clause transfer or other disposition (A) above to the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.01 hereof and (24.1(b) there is a corresponding release of the Liens securing the Senior Priority Obligationshereof), such sale sale, transfer or release other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Junior Priority Obligations Term Obligations, and (y) such Junior Priority each of the Term Agents’ and the Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed or released shall terminate and be automatically released without further actionaction concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral. In furtherance of, and subject to, the foregoing, each Junior Priority Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Term Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Term Agent and in the name of such Junior Priority Term Agent or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or any Disposition by the ABL Loan Parties with the consent of the Senior Priority RepresentativeABL Agent while an Event of Default under the ABL Documents has occurred and is continuing (so long as the proceeds of such sale or Disposition are applied in accordance with Section 4.1(b)), or (B) any sale, transfer or other disposition Disposition of all or any portion of the ABL Priority Collateral (other than in connection with any Exercise of Secured Creditor Remediesan Amendment or Refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition Disposition is then permitted by the Senior Priority Documents, ABL Documents and the Term Documents or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved consented to by all of the requisite Senior Priority Secured Parties (ABL Lenders and the requisite Term Lenders, as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred)applicable, each Junior Priority Term Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, applicable Term Secured Parties that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale transfer or release other Disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations applicable Term Obligations, and (y) such Junior Priority Term Agent’s and the applicable Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed or released shall terminate and be automatically released without further actionaction concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral; provided, that the Liens of the parties shall attach to the Proceeds of any such Disposition of the ABL Priority Collateral with the same relative priority as the Liens which attached to the ABL Priority Collateral so released. In furtherance of, and subject to, the foregoing, each Junior Priority Term Agent agrees that it will promptly execute and deliver any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. In Without limiting any release permitted under the Base Intercreditor Agreement, in the event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesCollateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause Clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release 4.1 of the Liens securing the Senior Priority ObligationsBase Intercreditor Agreement as supplemented by Section 4.1 hereof, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. In the event of (A) any private or public sale of all or any portion of the ABL Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor Remedies, so long a refinancing as such sale, transfer or other disposition is then described in Section 5.2(d)) permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved consented to by all of the requisite Senior Priority Secured Parties (as determined pursuant to ABL Lenders, the applicable Senior Priority Documents)Shared Collateral Agents agree, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, Shared Collateral Secured Parties that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such ABL Collateral securing the Junior Priority Obligations Shared Collateral Obligations, and (y) such Junior Priority the Shared Collateral Agents’ and the Shared Collateral Secured Parties’ Liens with respect to the ABL Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further actionaction concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Collateral; provided that in the case of a disposition in connection with an Exercise of Secured Creditor Remedies with respect to ABL Collateral, any Proceeds thereof not applied to repay ABL Obligations shall be subject to the Liens securing the Shared Collateral Obligations and shall be applied pursuant to this Agreement and the Shared Collateral Intercreditor Agreement. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees the Shared Collateral Agents agree that it they will promptly execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Shared Collateral Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Shared Collateral Agent and in the name of such Junior Priority Shared Collateral Agent or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (1) In the event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than by First Lien Agent or First Lien Co-Agent after the occurrence and during the continuance of a First Lien Default (and prior to the date upon which the Discharge of First Lien Indebtedness shall have occurred) in connection with any Exercise the liquidation by First Lien Agent or First Lien Co-Agent of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any material portion of the Collateral which release under clause (C) shall have been approved and the collection by all First Lien Agent or First Lien Co-Agent of the requisite Senior Priority Secured Parties First Lien Indebtedness through the sale or other disposition of such Collateral (as determined pursuant whether prior to or after the applicable Senior Priority Documentsoccurrence of an Insolvency Proceeding) (any such sale or other disposition, a "First Lien Lender Sale"), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred)then Second Lien Agent, each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebySecond Lien Lenders, agrees that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release First Lien Lender Sale will be free and clear of the Liens securing the Second Lien Indebtedness (and, if the First Lien Lender Sale includes Equity Interests in any Obligor, Second Lien Agent, on behalf of itself and the Second Lien Lenders, further agrees to release the entities whose Equity Interests are sold from all Second Lien Indebtedness); provided that (x) First Lien Agent, First Lien Co-Agent and the First Lien Lenders also release their Liens on such Collateral securing (and, if the Junior Priority Obligations and First Lien Lender Sale includes Equity Interests in any Obligor, the entities whose Equity Interests are sold from all First Lien Indebtedness), (y) the Proceeds of any such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all First Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral Lender Sale are applied in accordance with the terms of this Agreement. Each Junior Priority Section 9, and (z) First Lien Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorneyFirst Lien Co-in-fact with full irrevocable power of attorney Agent shall have conducted such First Lien Lender Sale in the place and stead of such Junior Priority Agent a commercially reasonable manner and in accordance with the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such CollateralUCC.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior ABL Priority Documents, Collateral Documents or (C) the release of the Senior Priority ABL Collateral Secured Parties’ Liens Lien on all or any portion of the Collateral ABL Priority Collateral, which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the date upon which the Discharge of Senior Priority ABL Collateral Obligations shall have occurred and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority (x) the Term Loan Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyTerm Loan Secured Parties, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (24.1 hereof) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Term Loan Obligations, and (y) such Junior Priority the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the Term Loan Agent and any Additional Term Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent the ABL Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the Term Loan Agent and any Additional Term Agent hereby appoints the Senior Priority ABL Collateral Representative and any officer or duly authorized person of the Senior Priority ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority ABL Collateral Representative’s own name, from time to time, in the Senior Priority ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until In the Discharge event of Senior any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, are applied as provided in Section 4.1 hereof), such sale or release will be free and clear of its Liens on such ABL Priority Collateral securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the extent ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Senior Priority Secured Parties (i) have released any Lien on ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any such Lien is later reinstated officer or (ii) obtain any new Senior Priority Liensduly authorized person of the ABL Collateral Representative, then with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the Junior Priority Secured Parties shall at the time place and stead of such reinstatement Party and in the name of such Party or new Senior Priority Liens in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be granted a Junior Priority Lien on necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any such Collateralfinancing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority ABL Secured Parties’ Liens Lien on all or any portion of the Collateral which ABL Priority Collateral, so long as such release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties ABL Lenders (as determined pursuant to the applicable Senior Priority ABL Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the date upon which the Discharge of Senior Priority ABL Obligations shall have occurred and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Cash Flow Collateral Agent agrees, for and on behalf of itself and the Junior Priority Creditors Cash Flow Collateral Secured Parties represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations4.1 hereof, such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Cash Flow Collateral Obligations, and (y) such Junior Priority Liens of each Cash Flow Collateral Agent and the Cash Flow Collateral Secured Parties’ Liens Parties represented thereby with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Cash Flow Collateral Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Cash Flow Collateral Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral other than in connection with any Exercise (including upon termination or discharge of Secured Creditor Remediesa subsidiary guarantee), so long as such sale, transfer or other disposition (or release or discharge) is then permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority ABL Secured Parties’ Liens Lien on all or any portion of the Collateral ABL Priority Collateral, which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority ABL Obligations and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority (x) the First Lien Term Loan Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyFirst Lien Term Loan Secured Parties, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 4.1 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority ABL Obligations), such sale sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations First Lien Term Loan Obligations, and (y) such Junior Priority the First Lien Term Loan Agent’s and the First Lien Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action; (y) the Second Lien Term Loan Agent agrees, on behalf of itself and the Second Lien Term Loan Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the ABL Obligations) such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Term Loan Obligations, and the Second Lien Term Loan Agent’s and the Second Lien Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (z) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the ABL Obligations) such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent the ABL Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term Agent hereby appoints the Senior Priority ABL Collateral Representative and any officer or duly authorized person of the Senior Priority ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority ABL Collateral Representative’s own name, from time to time, in the Senior Priority ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent (other than in connection with a refinancing as described in Section 5.2(c)), (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with any Exercise of Secured Creditor Remediesa refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents or shall have been approved by the requisite ABL Lenders or (C) the release of the Senior Priority ABL Secured Parties’ Liens Lien on all or any portion of the ABL Priority Collateral which (other than in connection with a sale, transfer or other disposition as described in clauses (A) and (B) above), so long as such release under clause (C) is then permitted by the ABL Documents or shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)ABL Lenders, in the case of clauses (B) and clause (C) only to the extent occurring prior to the date upon which the Discharge of Senior Priority ABL Obligations shall have occurred and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority the Term Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyTerm Lenders, that (x) so long as (1) the net cash proceeds of any such sale, if anytransfer, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale other disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Term Obligations, and (y) such Junior Priority the Term Agent’s and the Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority The Term Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority the Term Agent and in the name of such Junior Priority the Term Agent or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, All proceeds realized from any such sale or disposition shall be applied to the extent that ABL Obligations or the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then Term Obligations in accordance with the Junior Priority Secured Parties shall at the time terms of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateralthis Agreement.

Release of Liens. In The Lenders and Secured Parties hereby irrevocably agree that the event of Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (A) any private or public sale of all or any portion in full, upon the occurrence of the Termination Date, (B) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Credit Party upon its reasonable request without further inquiry), (C) to the extent such Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (D) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 13.1), (E) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the second following sentence), (F) as required to effect any sale or other disposition of Collateral in connection with any Exercise exercise of Secured Creditor Remedies by or with the consent remedies of the Senior Priority RepresentativeCollateral Agent pursuant to the Security Documents, (BG) if such assets constitute Excluded Property or Excluded Stock or Stock Equivalents and (H) to the extent approved, authorized or ratified in writing in accordance with Section 13.1. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, transfer or other disposition all of all or any portion which shall continue to constitute part of the Collateral other than in connection with any Exercise of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only except to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or otherwise released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person provisions of the Senior Priority RepresentativeCredit Documents. In addition, with full power of substitution, as its true the Lenders and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent Secured Parties hereby irrevocably agree that the Senior Priority Secured Parties (i) have released Collateral Agent shall, at the request of the Parent Borrower, subordinate any Lien on any property granted to or held by the Collateral and Agent under any such Credit Document to the holder of any Lien is later reinstated or permitted under clause (ii), (vi) obtain any new Senior Priority Liens(solely with respect to Section 10.1(d) and/or 10.1(v)), then (viii), (ix) and/or (xlix) of the Junior Priority Secured Parties shall at the time definition of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such CollateralPermitted Lien.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior ABL Priority Documents, Collateral Documents or (C) the release of the Senior Priority ABL Collateral Secured Parties’ Liens Lien on all or any portion of the Collateral ABL Priority Collateral, which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority ABL Collateral Obligations and not in connection with a Discharge of Senior Priority ABL Collateral Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority (x) the Term Loan Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyTerm Loan Secured Parties, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (24.1 hereof) there is a corresponding release of the Liens securing the Senior Priority Obligationssuch sale, such sale transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Term Loan Obligations, and (y) such Junior Priority the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof) such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the Term Loan Agent and any Additional Term Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent the ABL Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the Term Loan Agent and any Additional Term Agent hereby appoints the Senior Priority ABL Collateral Representative and any officer or duly authorized person of the Senior Priority ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority ABL Collateral Representative’s own name, from time to time, in the Senior Priority ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until In the Discharge event of Senior any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, are applied as provided in Section 4.1 hereof), such sale, transfer, disposition or release will be free and clear of its Liens on such ABL Priority Collateral securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the extent ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Senior Priority Secured Parties (i) have released any Lien on ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any such Lien is later reinstated officer or (ii) obtain any new Senior Priority Liensduly authorized person of the ABL Collateral Representative, then with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the Junior Priority Secured Parties shall at the time place and stead of such reinstatement Party and in the name of such Party or new Senior in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). In the event of any private or public sale of all or any portion of the ABL Priority Liens be granted a Junior Priority Lien Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, the ABL Agent agrees, on behalf of the ABL Secured Parties, that (so long as, if applicable, the net cash proceeds of any such Collateralsale, if any, are applied as provided in Section 4.1 hereof), such sale, transfer, disposition or release will be free and clear of its Liens on such ABL Priority Collateral securing the ABL Obligations, and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, the ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Collateral Representative in connection therewith. The ABL Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority ABL Secured Parties’ Liens Lien on all or any portion of the Collateral which ABL Priority Collateral, so long as such release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties ABL Lenders (as determined pursuant to the applicable Senior Priority ABL Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the date upon which the Discharge of Senior Priority ABL Obligations shall have occurred and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority (x) the Note Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyNoteholder Secured Parties, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations4.1 hereof, such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Note Obligations, and (y) such Junior Priority the Note Agent’s and the Noteholder Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Agent agrees, on behalf of itself and any Additional Creditors represented thereby, that so long as the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the Note Agent and any Additional Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the Note Agent and any Additional Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, ABL Agent (other than in connection with a refinancing as described in Section 5.2(c)) or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with any Exercise of Secured Creditor Remediesa refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the Senior Priority ABL Documents and the First Lien Notes Documents, or (C) the release each of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)First Lien Notes Agent, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself itself, the First Lien Notes Secured Parties, and the Junior Priority Creditors represented therebyFuture Notes Indebtedness Secured Parties, that (x) so long as (1) the net cash proceeds of any agrees such sale, if anytransfer, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale other disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations First Lien Notes Obligations, and (y) such Junior Priority the First Lien Notes Agent’s and the First Lien Notes Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically unconditionally and simultaneously released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority the First Lien Notes Agent agrees agrees, at the Credit Parties’ expense, that it will promptly execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority The First Lien Notes Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority First Lien Notes Agent and in the name of such Junior Priority First Lien Notes Agent or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, All proceeds realized from any such sale or disposition shall be applied to the extent that ABL Obligations or the Senior Priority Secured Parties (i) have released any First Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then Notes Obligations in accordance with the Junior Priority Secured Parties shall at the time terms of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateralthis Agreement.

Release of Liens. In Unless a particular Claim is Reinstated: (i) each holder of a Secured Claim or a Claim that is purportedly secured (including an Other Secured Claim) shall, on or immediately before the event of Effective Date (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)or, in the case of clauses Other Secured Claims treated pursuant to Section 4.6(c) of the Plan, on or prior to the date of the return of the relevant collateral) and as a condition to receiving any Distribution hereunder: (A) turn over and release to the Debtors, or the Reorganized Debtors, as applicable, any and all property of the Debtors or the Estates that secures or purportedly secures such Claim; and (B) execute such documents and instruments as the Debtors or the Reorganized Debtors require to evidence such claimant’s release of such property; and (Cii) only on the Effective Date (or such other date described in this subsection), all claims, right, title and interest in such property shall revert to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be Reorganized Debtors free and clear of all Claims and Interests, including (without limitation) liens, charges, pledges, encumbrances and/or security interests of any kind. All liens of the Liens on holders of such Collateral securing Claims or Interests in property of the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject toDebtors, the foregoingEstates, each Junior Priority Agent agrees that it will execute any and/or the Reorganized Debtors shall be deemed to be canceled and all Lien releases released as of the Effective Date (or such other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale date described in clause this subsection). Notwithstanding the immediately preceding sentence, any such holder of a Disputed Claim shall not be required to execute and deliver such release of liens until ten (A10) above days after such Claim becomes an Allowed Claim or is Disallowed. To the extent any holder of such Collateral are applied a Claim described in accordance with the terms first sentence of this Agreement. Each Junior Priority Agent hereby appoints subsection fails to release the Senior Priority Representative and any officer or duly authorized person of relevant liens as described above, the Senior Priority Representative, with full power of substitution, Reorganized Debtors may act as its true and lawful attorney-in-fact with full irrevocable power fact, on behalf of attorney in the place and stead holders of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphliens, to take provide any and all appropriate action and to execute and deliver any and all documents and instruments releases as may be necessary required by any lender under the New ABL Facility or desirable to accomplish the purposes of this paragraph, including New Senior Secured Notes Indenture or for any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateralpurpose.

Release of Liens. In Without limiting any release permitted under the Base Intercreditor Agreement, in the event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesCollateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations4.1, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. In Without limiting any release permitted under the Base Intercreditor Agreement, in the event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesCollateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred)) or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 4.1 of the Base Intercreditor Agreement as supplemented by Section 4.1 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale sale, transfer, disposition or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or with the consent of the Senior Priority RepresentativeABL Agent (other than in connection with a refinancing as described in Section 5.2(c)), or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with any Exercise of Secured Creditor Remediesa refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved consented to by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)ABL Lenders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each of the Cash Flow Agent, on behalf of itself and the Cash Flow Lenders, and each Junior Priority Agent agreesthat becomes a party to this Agreement, for and on behalf of itself and the Junior Priority Creditors Secured Parties represented thereby, agrees that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale transfer or release other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Cash Flow Obligations and (y) the Junior Obligations, respectively, and the Cash Flow Agent’s and the Cash Flow Secured Parties’, and such Junior Priority Agent’s and the applicable Junior Secured Parties’ ’, Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed or released shall terminate and be automatically released without further actionaction concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral; provided that any proceeds of such ABL Priority Collateral shall be applied pursuant to Section 4.1(b). In furtherance of, and subject to, the foregoing, the Cash Flow Agent and each Junior Priority Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each The Cash Flow Agent and each Junior Priority Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Cash Flow Agent or such Junior Priority Agent and in the name of the Cash Flow Agent or such Junior Priority Agent or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent (other than in connection with a refinancing as described in Section 5.2(c)) or after the occurrence and during the continuation of an Event of Default with the consent of the Senior Priority RepresentativeABL Agent, including by any Loan Party, or (B) in any circumstance not included in preceding clause (A), any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with a refinancing as described in Section 5.2(c)) or with the consent of the ABL Agent, including by any Exercise of Secured Creditor RemediesLoan Party, so long as such sale, transfer or other disposition under this clause (B) is then permitted by the Senior Priority ABL Documents and the Term Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Term Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyTerm Secured Parties that, that (x) so long as (1) the net cash Term Agent, for the benefit of the Term Secured Parties, shall retain a Lien on the proceeds of any such sale, if any, described in clause transfer or other disposition (A) above to the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations4.1(b)), such sale sale, transfer or release other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Junior Priority Obligations Term Obligations, and (y) such Junior Priority the Term Agent’s and the Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed or released shall terminate and be automatically released without further actionaction concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral. In furtherance of, and subject to, the foregoing, each Junior Priority the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority The Term Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority the Term Agent and in the name of such Junior Priority the Term Agent or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority ABL Secured Parties’ Liens Lien on all or any portion of the Collateral which ABL Priority Collateral, so long as such release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties ABL Lenders (as determined pursuant to the applicable Senior Priority ABL Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the date upon which the Discharge of Senior Priority ABL Obligations shall have occurred and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority (x) the Note Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyNoteholder Secured Parties, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations4.1 hereof, such sale sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Note Obligations, and (y) such Junior Priority the Note Agent’s and the Noteholder Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Agent agrees, on behalf of itself and any Additional Creditors represented thereby, that so long as the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the Note Agent and any Additional Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the Note Agent and any Additional Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. In the event of (A) If, at any private time any Shared Collateral is transferred to a third party or public sale of all or any portion of the Collateral otherwise disposed of, in each case, in connection with any Exercise of Secured Creditor Remedies enforcement by or the Applicable Collateral Agent in accordance with the consent provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Senior Priority Representativeother Second Lien Collateral Agents for the benefit of each Series of Second Lien Claimholders (or in favor of such other Second Lien Claimholders if directly secured by such Liens) upon such Shared Collateral will automatically be released and discharged upon final conclusion of such disposition as and when, (B) any salebut only to the extent, transfer or other disposition of all or any portion such Liens of the Applicable Collateral other than Agent on such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to the priority set forth in this Agreement. If in connection with any Exercise of Secured Creditor Remedies, so long as such sale, transfer foreclosure or other disposition is then permitted exercise of remedies by the Senior Priority DocumentsApplicable Collateral Agent, the Applicable Collateral Agent or (C) the release related Applicable Representative of such Series of Second Lien Obligations releases any guarantor from its obligation under a guarantee of the Senior Priority Secured Parties’ Liens on all or any portion Series of the Collateral Second Lien Obligations for which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (it serves as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring agent prior to the a Discharge of Senior Priority Obligations and not such Series of Second Lien Obligations, such guarantor also shall be automatically released from its guarantee of all other Second Lien Obligations. If in connection with a Discharge any such foreclosure or other exercise of Senior Priority Obligations (and irrespective remedies by the Applicable Collateral Agent, the equity interests of whether an Event any Person are foreclosed upon or otherwise disposed of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyApplicable Collateral Agent releases its Lien on the property or assets of such Person, then the Liens of each other Second Lien Collateral Agent (or in favor of such other Second Lien Claimholders if directly secured by such Liens) with respect to any Shared Collateral consisting of the property or assets of such Person will be automatically released to the same extent as the Liens of the Applicable Collateral Agent are released; provided that (x) so long as (1) the net cash any proceeds of any such saleequity interests foreclosed upon where the Applicable Collateral Agent releases its Lien on the assets of such Person on which another Series of Second Lien Obligations holds a Lien on any of the assets of such Person (any such assets, if any, described in clause (Athe “Underlying Assets”) above are applied which Lien is released as provided in Section 4.01 hereof and this sentence (2) there is any such Proceeds being referred to herein as “Equity Release Proceeds” regardless of whether or not such other Series of Second Lien Obligations holds a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens Lien on such Collateral securing the Junior Priority Obligations and (yequity interests so disposed of) such Junior Priority Secured Parties’ Liens with respect shall be applied pursuant to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent priority set forth in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. In the event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral by or with the consent of the Senior Agent or the Senior Lenders at any time prior to the date upon which the Discharge of Senior Indebtedness shall have occurred constituting (a) a sale or other than in connection with any disposition of Collateral pursuant to an Exercise of Secured Creditor RemediesRemedies or a Default Disposition, so long as such sale, transfer (b) a sale or other disposition is then of Collateral permitted by under the Senior Priority Documents, or (C) the release terms of the Senior Priority Secured Parties’ Liens Credit Agreement (whether or not an Event of Default has occurred and is continuing) and not prohibited by the terms of the Indenture Documents (other than any prohibition arising solely as the result of the existence of a default or an event of default under the Indenture Documents) or (c) a sale or other disposition of Collateral pursuant to an agreement between the Senior Agent and any Obligor to release the Senior Agent’s Lien on all or any portion of the Collateral Collateral, which release under clause (C) shall have been approved is not prohibited by all the terms of the requisite Senior Priority Secured Parties Indenture Documents (other than any prohibition arising solely as determined pursuant to the applicable Senior Priority result of the existence of a default or an event of default under the Indenture Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agreesNoteholder Collateral Agent, for and on behalf of itself and the Junior Priority Creditors represented therebyNoteholders, agrees that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release disposition will be free and clear of the Liens on such Collateral securing the Junior Priority Notes Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to and, if the Collateral so sold, transferred, disposed sale or released shall terminate and be automatically released without further action. In furtherance of, and subject toother disposition includes Equity Interests in any Obligor, the foregoingNoteholder Collateral Agent, each Junior Priority Agent for and on behalf of itself and the Noteholders, further agrees that it will the Noteholder Collateral Agent and the Noteholders shall release the entities whose Equity Interests are sold from all Notes Obligations so long as the Senior Agent and the Senior Lenders also release the entities whose Equity Interests are sold or disposed of from all Senior Indebtedness. The Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, agrees that, in connection with any such sale or other disposition, (i) the Noteholder Collateral Agent and the Noteholders shall execute any and all Lien releases or other agreements, instruments and other documents reasonably requested by any the Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from with such sale described or other disposition and (ii) the Senior Agent is authorized to file any and all UCC or PPSA Lien releases and/or terminations of the Liens held by the Noteholder Collateral Agent and/or any Noteholder in clause (A) above connection with such sale or other disposition. The Noteholder Collateral Agent, for and on behalf of such Collateral are applied in accordance with itself and the terms of this Agreement. Each Junior Priority Agent Noteholders, hereby irrevocably constitutes and appoints the Senior Priority Representative Agent and any officer or duly authorized person agent of the Senior Priority RepresentativeAgent, with full power of substitution, as its and their true and lawful attorney-in-fact with full irrevocable power of attorney and authority in the place and stead of such Junior Priority the Noteholder Collateral Agent and in the name of such Junior Priority Agent Noteholders or in the Senior Priority RepresentativeAgent’s own name, from time to time, time in the Senior Priority RepresentativeAgent’s sole discretion, for the purposes purpose of carrying out the terms of this paragraphSection 3, to take any and all appropriate action and to execute and deliver any and all agreements, instruments and other documents and instruments as that may be necessary or desirable to accomplish the purposes of this paragraphSection 3, including any financing statements, endorsements, assignments, releases endorsements or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateralrelease.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or with the consent of the Senior Priority RepresentativeABL Agent (other than in connection with a refinancing as described in Section 5.2(c)), or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with any Exercise of Secured Creditor Remediesa refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved consented to by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)ABL Lenders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority the Term Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, Term Lenders that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale transfer or release other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Term Obligations, and (y) such Junior Priority the Term Agent’s and the Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed or released shall terminate and be automatically released without further actionaction concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral. In furtherance of, and subject to, the foregoing, each Junior Priority the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority The Term Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority the Term Agent and in the name of such Junior Priority the Term Agent or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. In the event of (A) any private or public sale of all or any portion of the ABL Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor Remedies, so long a refinancing as such sale, transfer or other disposition is then described in Section 5.2(d)) permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved consented to by all of the requisite Senior Priority Secured Parties (as determined pursuant to ABL Lenders, the applicable Senior Priority Documents)Shared Collateral Agents agree, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, Shared Collateral Secured Parties that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such ABL Collateral securing the Junior Priority Obligations Shared Collateral Obligations, and (y) such Junior Priority the Shared Collateral Agents’ and the Shared Collateral Secured Parties’ Liens with respect to the ABL Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further actionaction concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Collateral; provided that in the case of a disposition in connection with an Exercise of Secured Creditor Remedies with respect to ABL Collateral, any Proceeds thereof not applied to repay ABL Obligations shall be subject to the Liens securing the Shared Collateral Obligations and shall be applied pursuant to this Agreement and the Shared Collateral Intercreditor Agreement. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees the Shared Collateral Agents agree that it they will promptly execute any and all Lien releases For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Select as appropriate. Include bracketed language if there are either multiple Assignors or multiple Assignees. or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Shared Collateral Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Shared Collateral Agent and in the name of such Junior Priority Shared Collateral Agent or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior ABL Priority Collateral Documents, or (C) the release of the Senior Priority ABL Collateral Secured Parties’ Liens Lien on all or any portion of the Collateral ABL Priority Collateral, which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority ABL Collateral Obligations and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, (x) the Term Loan Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyTerm Loan Secured Parties, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 4.1 hereof and (2) there is a corresponding release of the Liens on such ABL Priority Collateral securing the Senior Priority ABL Obligations, ) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Term Loan Obligations, and (y) such Junior Priority the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the Term Loan Agent and any Additional Term Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent the ABL Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the Term Loan Agent and any Additional Term Agent hereby appoints the Senior Priority ABL Collateral Representative and any officer or duly authorized person of the Senior Priority ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority ABL Collateral Representative’s own name, from time to time, in the Senior Priority ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until In the Discharge event of Senior any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on the ABL Priority Collateral securing the ABL Obligations), such sale or release will be free and clear of its Liens on such ABL Priority Collateral securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the extent ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Senior Priority Secured Parties (i) have released any Lien on ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any such Lien is later reinstated officer or (ii) obtain any new Senior Priority Liensduly authorized person of the ABL Collateral Representative, then with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the Junior Priority Secured Parties shall at the time place and stead of such reinstatement Party and in the name of such Party or new Senior Priority Liens in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be granted a Junior Priority Lien on necessary or desirable to accomplish the purposes of this paragraph, including any such Collateralfinancing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. In Upon the event Payment in Full of the Obligations (Aother than indemnity obligations not yet due and payable of which the Company has not received a notice of potential claim), the Collateral Agent, at the expense of the Company, will promptly release, reassign and transfer the Collateral to the Note Parties; provided that the Company shall have delivered to the Collateral Agent, at least five Business Days prior to the date of the proposed release, a Company Request for release accompanied by an Officer’s Certificate and an Opinion of Counsel that the Collateral is entitled to such release in accordance with the provisions of this Indenture and the Note Documents. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Note Party in a transaction permitted by the Note Documents, then the Collateral Agent, at the sole expense of the applicable Note Party, shall promptly execute and deliver to such Note Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the applicable Security Documents on such Collateral; provided that the Company shall have delivered to the Collateral Agent, at least five Business Days prior to the date of the proposed release, a Company Request for release (which shall also identify the relevant Collateral and, if applicable, the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith) accompanied by an Officer’s Certificate and an Opinion of Counsel that the Collateral is entitled to such release in accordance with the provisions of this Indenture, the Intercreditor Agreements and the other Note Documents. The Collateral Agent shall not be liable for any private such release undertaken in reliance upon any such Officer’s Certificate or public sale Opinion of Counsel. The release of any Collateral from the terms of the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to this Indenture and the Security Documents. To the extent permitted under the Trust Indenture Act and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, the fair value of Collateral released from the Liens and security interest created by this Indenture and the Security Documents pursuant to the terms of the Security Documents shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens and security interest created by this Indenture and the Security Documents in any calendar year exceeds the 10% threshold specified in the Trust Indenture Act § 314(d)(1). Notwithstanding anything to the contrary in this paragraph, the Company will not be required to comply with all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with Trust Indenture Act §314(d) if under the consent terms of the Senior Priority RepresentativeTrust Indenture Act §314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, (B) any saleincluding “no action” letters or exemptive orders, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise Trust Indenture Act §314(d) is inapplicable to one or a series of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior ABL Priority Collateral Documents, or (C) the release of the Senior Priority ABL Collateral Secured Parties’ Liens Lien on all or any portion of the Collateral ABL Priority Collateral, which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority ABL Collateral Obligations and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, (x) the [Cash Flow] Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby[Cash Flow] Secured Parties, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (24.1) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations [Cash Flow] Obligations, and (y) such Junior Priority the [Cash Flow] Agent’s and the [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional [Cash Flow] Agent agrees, on behalf of itself and any Additional [Cash Flow] Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional [Cash Flow] Obligations, and such Additional [Cash Flow] Agent’s and the applicable Additional [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the [Cash Flow] Agent and any Additional [Cash Flow] Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent the ABL Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the [Cash Flow] Agent and any Additional [Cash Flow] Agent hereby appoints the Senior Priority ABL Collateral Representative and any officer or duly authorized person of the Senior Priority ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority ABL Collateral Representative’s own name, from time to time, in the Senior Priority ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until In the Discharge event of Senior any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, are applied as provided in Section 4.1), such sale or release will be free and clear of its Liens on such ABL Priority Collateral securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the extent ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Senior Priority Secured Parties (i) have released any Lien on ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any such Lien is later reinstated officer or (ii) obtain any new Senior Priority Liensduly authorized person of the ABL Collateral Representative, then with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the Junior Priority Secured Parties shall at the time place and stead of such reinstatement Party and in the name of such Party or new Senior Priority Liens in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be granted a Junior Priority Lien on necessary or desirable to accomplish the purposes of this paragraph, including any such Collateralfinancing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. In Notwithstanding anything to the event contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of (A) any private notice to or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (Bany Lender) to take any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted action requested by the Senior Priority Documents, or Borrowers having the effect of releasing any Collateral (Ci) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior necessary to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds permit consummation of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested transaction permitted by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied Loan Document or that has been consented to in accordance with the terms of hereof or (ii) under the circumstances described in the next succeeding sentence. When this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative Agreement has been terminated and any officer or duly authorized person all of the Senior Priority RepresentativeObligations have been fully and finally discharged (other than obligations in respect of contingent indemnity obligations) and the obligations of the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, with full power and the Credit Parties have delivered to the Administrative Agent a written release of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in all claims against the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to timeLenders, in form and substance satisfactory to the Senior Priority Representative’s Lenders, the Administrative Agent will, at the Borrowers’ sole discretionexpense, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s Liens and all documents notices of security interests and instruments as may be necessary or desirable to accomplish liens previously filed by the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled Administrative Agent with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, respect to the extent that Obligations. In connection with any release of Liens pursuant to the Senior Priority Secured Parties above clause (i) have released of this Section 11.26, the Company shall provide the Administrative Agent with a certificate of an Authorized Officer stating that all conditions precedent set forth in this Agreement and the other Loan Documents with respect to the requested release of Collateral has been satisfied and that cash proceeds from any Lien on Asset Sale of Collateral shall be applied solely in accordance with the terms hereof and thereof. The Administrative Agent shall be entitled to rely on, and shall be fully protected in relying on, any such Lien is later reinstated Authorized Officer’s certificate without further investigation or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time inquiry in connection with such release of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior ABL Priority Collateral Documents, or (C) the release of the Senior Priority ABL Collateral Secured Parties’ Liens Lien on all or any portion of the Collateral ABL Priority Collateral, which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority ABL Collateral Obligations and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, (x) the [Cash Flow] Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby[Cash Flow] Secured Parties, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, 4.1] such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations [Cash Flow] Obligations, and (y) such Junior Priority the [Cash Flow] Agent’s and the [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional [Cash Flow] Agent agrees, on behalf of itself and any Additional [Cash Flow] Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1] such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional [Cash Flow] Obligations, and such Additional [Cash Flow] Agent’s and the applicable Additional [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the [Cash Flow] Agent and any Additional [Cash Flow] Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent the ABL Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the [Cash Flow] Agent and any Additional [Cash Flow] Agent hereby appoints the Senior Priority ABL Collateral Representative and any officer or duly authorized person of the Senior Priority ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority ABL Collateral Representative’s own name, from time to time, in the Senior Priority ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until In the Discharge event of Senior any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, are applied as provided in Section 4.1), such sale or release will be free and clear of its Liens on such ABL Priority Collateral securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the extent ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Senior Priority Secured Parties (i) have released any Lien on ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any such Lien is later reinstated officer or (ii) obtain any new Senior Priority Liensduly authorized person of the ABL Collateral Representative, then with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the Junior Priority Secured Parties shall at the time place and stead of such reinstatement Party and in the name of such Party or new Senior Priority Liens in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be granted a Junior Priority Lien on necessary or desirable to accomplish the purposes of this paragraph, including any such Collateralfinancing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority ABL Documents, or (C) the release of the Senior Priority ABL Secured Parties’ Liens Lien on all or any portion of the Collateral ABL Priority Collateral, which release under clause (C) shall have been approved by all the Requisite ABL Holders or (D) the release of the requisite Senior ABL Secured Parties’ Liens on ABL Priority Secured Parties (as determined pursuant to Collateral of a Guarantor upon the termination and discharge of the applicable Senior Priority subsidiary guaranty in accordance with the terms of the ABL Documents), in the case of clauses (B), (C) and (CD) only to the extent occurring prior to the date upon which the Discharge of Senior Priority ABL Obligations shall have occurred and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority (x) the Term Loan Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyTerm Loan Secured Parties, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 4.1 hereof and (2) there is a corresponding release of the Liens on such ABL Priority Collateral securing the Senior Priority ABL Obligations, ) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Term Loan Obligations, and (y) such Junior Priority the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the Term Loan Agent and any Additional Term Agent agrees that it will execute execute, at the Credit Parties’ expense, any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the Term Loan Agent and any Additional Term Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.EXHIBIT H

Release of Liens. (1) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority ABL Secured Parties’ Liens Lien on all or any portion of the Collateral which ABL Priority Collateral, so long as such release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)ABL Lenders, in the case of clauses (B) and (C) only to the extent occurring prior to the date upon which the Discharge of Senior Priority ABL Obligations shall have occurred and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority (x) the 2025 Notes Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby2025 Notes Creditors, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations4.1 hereof, such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations 2025 Notes Obligations, and (y) such Junior Priority the 2025 Notes Agent’s and the applicable 2025 Notes Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Agent agrees, on behalf of itself and any Additional Creditors represented thereby, that so long as the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority the 2025 Notes Agent and any Additional Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority The 2025 Notes Agent and any Additional Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. In (a) The Noteholder Parties and the event of other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral Agent by the Note Parties on any Collateral (Aincluding any Controlled Accounts) any private or public sale of all or any portion shall be automatically released: (i) in full upon the occurrence of the Termination Date as set forth in Section 15.12(d) below; (ii) upon the Disposition of such Collateral by any Note Party to a person that is not (and is not required to become) a Note Party in a transaction not prohibited by this Indenture (and the Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (iii) to the extent that such Collateral comprises property leased to a Note Party, upon termination or expiration of such lease (and the Collateral Agent may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Noteholder Parties (or such other percentage of the Noteholder Parties whose consent may be required in accordance with Section 13.01), (v) to the extent that the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee in accordance with the Holdings Guarantee and Pledge Agreement, the Subsidiary Guarantee Agreement or clause (b) below (and the Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (vi) as provided in Section 14.17 (and the Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), and (vii) as required by the Trustee to effect any Disposition of Collateral in connection with any Exercise exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion remedies of the Collateral Agent or the Trustee pursuant to the Security Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Note Parties in connection with any Exercise of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted respect of) all interests retained by the Senior Priority DocumentsNote Parties, or (C) including the release proceeds of the Senior Priority Secured Parties’ Liens on any Disposition, all or any portion of which shall continue to constitute part of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only except to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or otherwise released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person provisions of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such CollateralNote Documents.

Release of Liens. In Subject to the event terms of (A) any private or public sale of all the Intercreditor Agreement or any portion Additional Intercreditor Agreement, the Liens on the Collateral will be automatically and unconditionally released without any action by any Person under any one or more of the Collateral following circumstances: (a) in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer sale or other disposition of all Collateral to (x) a Person that is not the Company, or a Restricted Subsidiary (but excluding any portion of the Collateral other than in connection with any Exercise of Secured Creditor Remediestransaction subject to Article V), so long as if such sale, transfer sale or other disposition does not violate the covenant described under Section 4.07 and is then permitted otherwise not prohibited by the Senior Priority Documents, this Indenture or (Cy) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)Restricted Subsidiary; provided that, in the case of clauses (Bthis Section 11.03(a)(y) and clause 1(b), the relevant Collateral remains subject to, or becomes subject to, a substantially equivalent Lien in favor of the Security Agent securing the Notes following such sale or Disposal; (Cb) only in the case of a Guarantor that is released from its Note Guarantee pursuant to the extent occurring prior terms of this Indenture, the release of the property and assets, and Capital Stock, of such Guarantor; (c) as described under Article IX and Section 4.06 (d) upon payment in full of principal, interest and all other obligations on the Notes or legal defeasance, covenant defeasance or satisfaction and discharge of the Notes, as provided in Article VIII; (e) if the Company designates any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the Discharge applicable provisions of Senior Priority Obligations this Indenture, the release of the property and not assets, and Capital Stock, of such Unrestricted Subsidiary; (f) in connection with a Discharge of Senior Priority Obligations Permitted Reorganization; (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (xg) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees any asset that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause becomes an Excluded Asset; (Ah) above of such Collateral are applied in accordance with the terms of this Intercreditor Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and , any officer Additional Intercreditor Agreement or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments Security Document; (i) as may be permitted by the covenant described under Section 4.23 or as otherwise permitted in accordance with this Indenture; 132 (j) if the Lien granted in favor of Debt that gave rise to the obligation to grant the Lien over such Collateral is released as described under Section 4.06, Section 4.14 or Section 4.15; or (k) in connection with any Change of Flag (in each case, subject to compliance with the conditions set forth in the definition thereof). The Security Agent and the Trustee (but only if required in order to effect such release) will (subject to customary protections and indemnification) take all necessary or desirable action reasonably requested by, and at the cost of, the Company to accomplish effectuate any release of Collateral securing the purposes Notes and the Note Guarantees, in accordance with the provisions of this paragraphIndenture, including the Intercreditor Agreement or any financing statements, endorsements, assignments, Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without the consent of the Holders or other documents or instruments any action on the part of transfer the Trustee (which appointment, being coupled with an interest, unless action is irrevocablerequired by it to effect such release). Until The Security Agent and the Discharge Trustee shall be entitled to request and rely solely upon an Officer’s Certificate and Opinion of Senior Priority ObligationsCounsel, each certifying which circumstance, as described above, giving rise to a release of the extent Security Interests has occurred, and that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateralrelease complies with this Indenture. Section 11.04.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority ABL Documents, or (C) the release of the Senior Priority ABL Secured Parties’ Liens Lien on all or any portion of the Collateral ABL Priority Collateral, which release under clause (C) shall have been approved by all the Requisite ABL Holders or (D) the release of the requisite Senior ABL Secured Parties’ Liens on ABL Priority Secured Parties (as determined pursuant to Collateral of a Guarantor upon the termination and discharge of the applicable Senior Priority subsidiary guaranty in accordance with the terms of the ABL Documents), in the case of clauses (B), (C) and (CD) only to the extent occurring prior to the date upon which the Discharge of Senior Priority ABL Obligations shall have occurred and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority (x) the Term Loan Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyTerm Loan Secured Parties, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 4.1 hereof and (2) there is a corresponding release of the Liens on such ABL Priority Collateral securing the Senior Priority ABL Obligations, ) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Term Loan Obligations, and (y) such Junior Priority the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the Term Loan Agent and any Additional Term Agent agrees that it will execute execute, at the Credit Parties’ expense, any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the Term Loan Agent and any Additional Term Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. In the event of (A) any private or public sale of all or When any portion of the Collateral is transferred, sold or substituted in conformance with the Credit Agreement, or when a Grantor transfers any Eligible Assets in connection with the exchange or repurchase of Eligible Assets in accordance with a Sale and Contribution Agreement, the security interest in and lien on such Collateral granted hereunder shall be released, and the Agent and the Lenders will no longer have any security interest in, lien on, or claim against such Collateral (and the Agent shall, upon the request of such Grantor and at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release and file any UCC termination statements or other necessary lien releases to evidence such release); provided, that, notwithstanding the foregoing, in connection with a Takeout Transaction, no release pursuant to this Section 6.1 shall occur unless, concurrently with such release, (i) solely in the case of a Takeout Transaction described in clause (x) of the definition thereof, the Borrowers shall have deposited the Minimum Payoff Amount for such Takeout Transaction into the Takeout Transaction Account pursuant to the Credit Agreement for application of such proceeds in accordance with Section 2.7(C) of the Credit Agreement and (ii) the other applicable conditions in the definition of Takeout Transaction in the Credit Agreement shall have been satisfied. In addition, (A) in connection with any Exercise Takeout Transaction with respect to any Grantor and the membership interests therein, upon the satisfaction of Secured Creditor Remedies by or with the consent each of the Senior Priority Representativeapplicable conditions set forth in the definition of Takeout Transaction in the Credit Agreement with respect thereto, (B) any salesolely with respect to Fund II, transfer or other disposition of all or any portion upon the occurrence of the Collateral other than in connection with any Exercise of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or Fund II License Surrender Date and (C) solely with respect to Fund III, upon the release occurrence of the Senior Priority Secured Parties’ Liens on Fund III License Surrender Date, the security interest granted herein by such Grantor and all or any portion other obligations of the Collateral which release under clause such Grantor hereunder shall be (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) a Takeout Transaction, at the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release written request of the Liens securing Borrowers to the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations Agent and (y) the Fund II License Surrender Date or the Fund III License Surrender Date, as applicable, automatically and without further action by any Person) released, the security interest granted herein by such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released Grantor shall terminate and be automatically released without further actionall rights thereto shall revert to such Grantor. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute Upon any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied release in accordance with the terms of this Agreement. Each Junior Priority preceding sentence, the Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of shall update Exhibit A to reflect such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateralrelease.

Release of Liens. In The Trustee and the event of Collateral Agent shall, and each Holder authorizes the Trustee and the Collateral Agent to, release (Aa) any private or public sale of all or any portion the Liens on the Collateral securing the Secured Obligations in whole upon the occurrence of the Termination Date, (b) the Liens on the Collateral securing the Secured Obligations in connection with any Exercise of Secured Creditor Remedies by whole or in part, as applicable, with the consent of the Senior Priority Representativerequisite Holders of Notes in accordance with Section 9.02 of this Indenture, including consents obtained in connection with a tender offer or exchange offer for, or purchase of Notes and (Bc) any sale, transfer Lien securing the Secured Obligations in part solely as to a specific property subject to such Lien (and not any other property such to such Lien) if (i) such property subject to such Lien is Disposed (or other disposition is to be Disposed) to a Person that is not a Note Party as part of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesDisposition permitted under the Note Documents, so long as (ii) such saleproperty subject to such Lien is owned by a Guarantor that is released from its obligations under its Note Guarantee, transfer this Indenture and the other Notes Documents pursuant to Section 10.09 or other disposition is then permitted (iii) such property subject to such Lien constitutes an Excluded Asset. The Trustee and the Collateral Agent shall execute and deliver any documents or instruments requested by the Senior Priority Documents, or (C) the Issuers to effect any release of Liens that the Senior Priority Secured Parties’ Liens on all or any portion of the Trustee and Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined Agent are required to effect pursuant to the applicable Senior Priority first paragraph of this Section 12.03 upon receipt of an Officer’s Certificate stating that such release is required under the Notes Documents), in the case of clauses (B) conditions precedent under the Notes Documents to such release have been met and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, that it is proper for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other such documents or instruments of transfer (which appointmentinstruments. Neither the Trustee nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, and notwithstanding any term hereof or in any other Notes Document to the extent that contrary, neither the Senior Priority Secured Parties (i) have released Trustee nor the Collateral Agent shall be under any Lien on Collateral and obligation to release any such Lien is later reinstated Lien, or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on execute and deliver any such Collateraldocument or instrument, unless and until it receives such Officer’s Certificate.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Any Secured Creditor Remedies by or with the consent of the Senior Priority Representative, ABL Collateral Agent or (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition pursuant to this clause (B) is then permitted by the Senior Priority Documents, ABL Documents (or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been duly approved by all of in accordance with the requisite Senior Priority Secured Parties terms thereof) (as determined other than any such sale, transfer or other disposition pursuant to the applicable Senior Priority Documents), in the case of clauses this clause (B) made (x) after the occurrence and (C) only to during the extent occurring prior to the Discharge continuance of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurredunder any Term Agreement or (z) made in connection with the Discharge of ABL Obligations, unless in either case then permitted by the Term Documents (or shall have been duly approved in accordance with the terms thereof)), each Junior Priority Term Collateral Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyOther Applicable Term Secured Parties, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale transfer or release other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Applicable Term Obligations, and (y) such Junior Priority Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, transferred or disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Term Collateral Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Collateral Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Term Collateral Agent hereby appoints the Senior Priority Representative ABL Collateral Agent and any officer or duly authorized person of the Senior Priority Representativesuch ABL Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Term Collateral Agent and in the name of such Junior Priority Term Collateral Agent or in the Senior Priority RepresentativeABL Collateral Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Collateral Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until All proceeds realized from any such sale or disposition shall be applied, as between the Discharge of Senior Priority ObligationsSecured Parties, to the extent that ABL Obligations or the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then Term Obligations in accordance with the Junior Priority Secured Parties shall at the time terms of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateralthis Agreement.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent (other than in connection with a refinancing as described in Section 5.2(c)), (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with any Exercise of Secured Creditor Remediesa refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents or shall have been approved by the requisite ABL Lenders or (C) the release of the Senior Priority ABL Secured Parties’ Liens Lien on all or any portion of the ABL Priority Collateral which (other than in connection with a sale, transfer or other disposition as described in clauses (A) and (B) above), so long as such release under clause (C) is then permitted by the ABL Documents or shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)ABL Lenders, in the case of clauses (B) and clause (C) only to the extent occurring prior to the date upon which the Discharge of Senior Priority ABL Obligations shall have occurred and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agreesof the First Lien Term Agent, for and on behalf of itself and the Junior Priority Creditors represented therebyFirst Lien Term Lenders, that (x) so long as (1) and the net cash proceeds First Lien Notes Agent, on behalf of any itself, the First Lien Notes Secured Parties, and the Future Term Loan/Notes Indebtedness Secured Parties, agrees such sale, if anytransfer, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale other disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Term Loan/Notes Obligations, and (y) such Junior Priority each Term Loan/Notes Agent’s and the Term Loan/Notes Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Term Loan/Notes Agent agrees agrees, at the Credit Parties’ expense, that it will promptly execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Term Loan/Notes Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Term Loan/Notes Agent and in the name of such Junior Priority Term Loan/Notes Agent or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, All proceeds realized from any such sale or disposition shall be applied to the extent that ABL Obligations or the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then Term Loan/Notes Obligations in accordance with the Junior Priority Secured Parties shall at the time terms of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateralthis Agreement.

Release of Liens. In (a) The Noteholder Parties and the event of other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral Agent by the Note Parties on any Collateral (Aincluding any Controlled Accounts) any private or public sale of all or any portion shall be automatically released: (i) in full upon the occurrence of the Termination Date as set forth in Section 15.12(d) below; (ii) upon the Disposition of such Collateral by any Note Party to a person that is not (and is not required to become) a Note Party in a transaction not prohibited by this Indenture (and the Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (iii) to the extent that such Collateral comprises property leased to a Note Party, upon termination or expiration of such lease (and the Collateral Agent may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Noteholder Parties (or such other percentage of the Noteholder Parties whose consent may be required in accordance with Section 13.01), (v) to the extent that the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee in accordance with the Holdings Guarantee and Pledge Agreement, the Subsidiary Guarantee Agreement or clause (b) below (and the Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (vi) as provided in Section 14.17 (and the Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), and (vii) as required by the Trustee to effect any Disposition of Collateral in connection with any Exercise exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion remedies of the Collateral Agent or the Trustee pursuant to the Security Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Note Parties in connection with any Exercise of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted respect of) all interests retained by the Senior Priority DocumentsNote Parties, or (C) including the release proceeds of the Senior Priority Secured Parties’ Liens on any Disposition, all or any portion of which shall continue to constitute part of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only except to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or otherwise released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person provisions of the Senior Priority RepresentativeNote Documents. Confidential Treatment Requested by The Fresh Market Holdings, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time Inc. Pursuant to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.17 C.F.R. Section 200.83

Release of Liens. In Without limiting any release permitted under the Base Intercreditor Agreement, in the event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesCollateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred)) or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 4.1 of the Base Intercreditor Agreement as supplemented by Section 4.1 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale sale, transfer, disposition or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.Section 2.5 [RESERVED] Section 2.6

Release of Liens. In the event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the each Senior Priority RepresentativeAgent, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesCollateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which Collateral, so long as such release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Junior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations4.1, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority ABL Documents, or (C) the release of the Senior Priority ABL Secured Parties’ Liens Lien on all or any portion of the Collateral ABL Priority Collateral, which release under clause (C) shall have been approved by all the Requisite ABL Holders or (D) the release of the requisite Senior ABL Secured Parties’ Liens on ABL Priority Secured Parties (as determined pursuant to Collateral of a Guarantor upon the termination and discharge of the applicable Senior Priority subsidiary guaranty in accordance with the terms of the ABL Documents), in the case of clauses (B), (C) and (CD) only to the extent occurring prior to the date upon which the Discharge of Senior Priority ABL Obligations shall have occurred and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority (x) the Term Loan Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyTerm Loan Secured Parties, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 4.1 hereof and (2) there is a corresponding release of the Liens on such ABL Priority Collateral securing the Senior Priority ABL Obligations, ) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Term Loan Obligations, and (y) such Junior Priority the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the Term Loan Agent and any Additional Term Agent agrees that it will execute execute, at the Credit Parties’ expense, any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the Term Loan Agent and any Additional Term Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral Credit and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.Guaranty Agreement EXHIBIT N

Release of Liens. (1) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority RepresentativeABL Agent, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority ABL Secured Parties’ Liens Lien on all or any portion of the Collateral which ABL Priority Collateral, so long as such release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties ABL Lenders (as determined pursuant to the applicable Senior Priority ABL Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the date upon which the Discharge of Senior Priority ABL Obligations shall have occurred and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority (x) the Cash Flow Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented therebyCash Flow Lenders, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations4.1 hereof, such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Cash Flow Obligations and (y) such Junior Priority the Cash Flow Agent’s and the Cash Flow Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Agent agrees, on behalf of itself and any Additional Creditors represented thereby, that so long as the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale will be free and dear of the Liens on such ABL Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the Cash Flow Agent and any Additional Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the Cash Flow Agent and any Additional Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by the ABL Loan Parties with the consent of the Senior Priority RepresentativeABL Agent, or (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, ABL Documents and the Notes Documents or (C) consented to by the release of requisite ABL Lenders and the Senior Priority requisite Notes Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Notes Collateral Agent agrees, for and on behalf of itself and the Junior Priority Creditors Notes Secured Parties represented therebyby it, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale transfer or release other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations Notes Obligations, and (y) such Junior Priority the Notes Collateral Agents’ and the Notes Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed or released shall terminate and be automatically released without further actionaction US-DOCS\116541863.10 concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral; provided, that the Liens of the parties shall attach to the proceeds of any such disposition of the ABL Priority Collateral with the same relative priority as the Liens which attached to the ABL Priority Collateral so released. In furtherance of, and subject to, the foregoing, each Junior Priority Notes Collateral Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by any Senior Priority the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Notes Collateral Agent hereby appoints the Senior Priority Representative ABL Agent and any officer or duly authorized person of the Senior Priority RepresentativeABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Notes Collateral Agent and in the name of such Junior Priority Notes Collateral Agent or in the Senior Priority RepresentativeABL Agent’s own name, from time to time, in the Senior Priority RepresentativeABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. In Without limiting any release permitted under the Base Intercreditor Agreement, in the event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesCollateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause Clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred)) or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 4.1 of the Base Intercreditor Agreement as supplemented by Section 4.1 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (1) In the event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than by Senior Agent after the occurrence and during the continuance of a Senior Default (and prior to the date upon which the Discharge of Senior Indebtedness (with respect to the principal amount thereof, up to the Maximum Priority Senior Loan Amount) shall have occurred) in connection with any Exercise the liquidation by Senior Agent of Secured Creditor Remedies, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any material portion of the Collateral which release under clause (C) shall have been approved and the collection by all Senior Agent of the requisite Senior Priority Secured Parties Indebtedness through the sale or other disposition of such Collateral (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release other disposition, a “Senior Lender Sale”), if at such time Senior Agent and the Senior Lenders shall not have made loans and provided letter of credit accommodations and other financial accommodations under the Senior Loan Documents and otherwise (whether prior to or after the occurrence of an Insolvency Proceeding) in an amount in excess of the Maximum Priority Senior Loan Amount, then Junior Agent agrees that such Senior Lender Sale will be free and clear of the Liens securing the Junior Indebtedness (and, if the Senior Lender Sale includes Equity Interests in any Obligor, Junior Agent further agrees to release the entities whose Equity Interests are sold from all Junior Indebtedness); provided that (x) Senior Agent and the Senior Lenders also release their Liens on such Collateral securing (and, if the Junior Priority Obligations and Senior Lender Sale includes Equity Interests in any Obligor, the entities whose Equity Interests are sold from all Senior Indebtedness), (y) the Proceeds of any such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral Lender Sale are applied in accordance with the terms of this Agreement. Each Junior Priority Section 9.b, and (z) Senior Agent hereby appoints the shall have conducted such Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney Lender Sale in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateralcommercially reasonable manner.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor RemediesABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior ABL Priority Collateral Documents, or (C) the release of the Senior Priority ABL Collateral Secured Parties’ Liens Lien on all or any portion of the Collateral ABL Priority Collateral, which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority ABL Collateral Obligations and not in connection with a Discharge of Senior Priority ABL Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, (x) the [Cash Flow] Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby[Cash Flow] Secured Parties, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 4.1 hereof and (2) there is a corresponding release of the Liens securing the Senior [Cash Flow] Priority Obligations, Collateral) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations [Cash Flow] Obligations, and (y) such Junior Priority the [Cash Flow] Agent’s and the [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional [Cash Flow] Agent agrees, on behalf of itself and any Additional [Cash Flow] Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the [Cash Flow] Priority Collateral) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional [Cash Flow] Obligations, and such Additional [Cash Flow] Agent’s and the applicable Additional [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the [Cash Flow] Agent and any Additional [Cash Flow] Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent the ABL Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the [Cash Flow] Agent and any Additional [Cash Flow] Agent hereby appoints the Senior Priority ABL Collateral Representative and any officer or duly authorized person of the Senior Priority ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority ABL Collateral Representative’s own name, from time to time, in the Senior Priority ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until In the Discharge event of Senior any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the [Cash Flow] Priority Collateral), such sale or release will be free and clear of its Liens on such ABL Priority Collateral securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the extent ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Senior Priority Secured Parties (i) have released any Lien on ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any such Lien is later reinstated officer or (ii) obtain any new Senior Priority Liensduly authorized person of the ABL Collateral Representative, then with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the Junior Priority Secured Parties shall at the time place and stead of such reinstatement Party and in the name of such Party or new Senior Priority Liens in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be granted a Junior Priority Lien on necessary or desirable to accomplish the purposes of this paragraph, including any such Collateralfinancing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. In (a) Under the event First Lien/Second Lien Intercreditor Agreement, if at any time (1) the Collateral is sold, transferred or otherwise disposed of (Ai) in connection with the taking of an Enforcement Action (as defined therein) or (ii) by the owner of such Collateral in a transaction permitted under the Credit Agreement, the First-Priority Notes Indenture, the First-Priority Obligations Documents, this Indenture, the Notes Documents and each other Senior Lender Document (as defined therein) and Second Priority Document (as defined therein) (if any) then in effect; (2) the Collateral is being released from all Senior Lender Claims (as defined therein) in connection with a Subsidiary being released from its guarantee under the Credit Agreement, the First-Priority Notes Indenture, the First-Priority Obligations Documents, this Indenture, the Notes Documents and each other Senior Lender Document and Second Priority Document (if any) then in effect, or (3) the Collateral is otherwise released as permitted by the Credit Agreement, the First-Priority Notes Indenture, the First Priority Obligations Documents, this Indenture, the Notes Documents and each other Senior Lender Document and Second Priority Document (if any) then in effect, then (whether or not any private insolvency or public sale of all or any portion liquidation proceeding is pending at the time) the Liens in favor of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with Agent for the consent benefit of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion Trustee and the holders of the Notes upon such Collateral other than in connection with any Exercise of Secured Creditor Remedieswill automatically, so long simultaneously, and unconditionally be released and discharged as such saleand when, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents), in the case of clauses (B) and (C) but only to the extent occurring prior extent, such Liens on such Common Collateral (as defined therein) securing Senior Lender Claims are released and discharged; provided that the Liens securing the Second Priority Claims (as defined therein) shall attach to any proceeds of such Common Collateral that remain after the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations Lender Claim (and irrespective of whether an Event of Default has occurredas defined therein), each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral other than in connection with any Exercise (including upon termination or discharge of Secured Creditor Remediesa subsidiary guarantee), so long as such sale, transfer or other disposition (or release or discharge) is then permitted by the Senior Priority Documents, ABL Documents or (C) the release of the Senior Priority ABL Collateral Secured Parties’ Liens Lien on all or any portion of the Collateral ABL Priority Collateral, which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the applicable Senior Priority Documents)Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority ABL Collateral Obligations and not in connection with a Discharge of Senior Priority ABL Collateral Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority (x) the [Term Loan] Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby[Term Loan] Secured Parties, that (x) so long as (1) as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 4.1 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority ABL Obligations) such sale, such sale transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Junior Priority Obligations [Term Loan] Obligations, and (y) such Junior Priority the [Term Loan] Agent’s and the [Term Loan] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional [Term] Agent agrees, on behalf of itself and any Additional [Term] Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the ABL Obligations) such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional [Term] Obligations, and such Additional [Term] Agent’s and the applicable Additional [Term] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority of the [Term Loan] Agent and any Additional [Term] Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent the ABL Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with the terms of this Agreement. Each Junior Priority of the [Term Loan] Agent and any Additional [Term] Agent hereby appoints the Senior Priority ABL Collateral Representative and any officer or duly authorized person of the Senior Priority ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent Party and in the name of such Junior Priority Agent Party or in the Senior Priority ABL Collateral Representative’s own name, from time to time, in the Senior Priority ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.