Common use of Release of Liens Clause in Contracts

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 Agents or by the ABL Loan Parties with the consent of the ABL Agents, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, the Second Lien Agent agrees, on behalf of itself and the Second Lien Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Obligations, and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents in connection therewith. The Second Lien Agent hereby appoints the ABL Agents and any officer or duly authorized person of the ABL Agents, 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 Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ own names, from time to time, in the ABL Agents’ 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. (ia) 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 Agents Agent or by any of the ABL Loan Parties with the consent of the ABL AgentsAgent after the occurrence and during the continuance of an ABL Event of Default, or (B) any other sale, transfer or other disposition of all or any portion of the ABL Priority CollateralCollateral (other than in connection with a refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL LendersLenders (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof), the Second Lien Term Agent agrees, on behalf of itself and the Second Lien Secured Parties Term Lenders that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Secured Term Credit Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Credit Parties’ Liens on such ABL Priority Collateral; providedprovided that, that the Liens of ABL Agent shall have furnished the Parties shall attach to the proceeds Term Agent with seven days prior written notice of any such disposition disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priority priorities, as the ABL Credit Parties’ Liens which attached on such Proceeds; and provided, further, that to the ABL Priority Collateral so releasedextent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Second Lien Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).

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 Agents or by the ABL Loan Parties with the consent of the ABL Agents, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, the Second Lien Agent agrees, on behalf of itself and the Second Lien Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens Liens, if any, on such ABL Priority Collateral securing the Second Lien Obligations, and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens Liens, if any, with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested in writing and provided by the ABL Agents in connection therewith. The Second Lien Agent hereby appoints the ABL Agents and any officer or duly authorized person of the ABL Agents, 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 Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ own namesname, from time to time, in the ABL Agents’ 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 or file 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 the ABL Agents First Lien Agent or by the ABL Loan Parties with the consent of the ABL AgentsFirst Lien Agent after the occurrence and during the continuance of a First Lien Event of Default, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL First Lien Loan Documents and the Second Lien Loan Documents or consented to by the requisite ABL First Lien Lenders and the requisite Second Lien Lenders, the Second Lien Agent agrees, on behalf of itself and the Second Lien Secured Parties Lenders that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Obligations, and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect solely to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL First Lien Secured Parties’ Liens on such ABL Priority Collateral; providedprovided that, that such release by the Second Lien Agent is also conditioned on (i) the Second Lien Secured Parties’ Liens in respect of the Parties Proceeds of such Collateral so sold, transferred, or disposed shall attach continue to exist with the priority of such Liens remaining subject to the proceeds terms of any this Agreement; and (ii) the Proceeds of such disposition of Collateral shall be applied on a dollar for dollar basis to permanently reduce the ABL Priority Collateral First Lien Obligations and the Second Lien Obligations in accordance with the same relative priority as the Liens which attached to the ABL Priority Collateral so releasedSection 4.1. In furtherance of, and subject to, the foregoing, the Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents First Lien Agent in connection therewith. The Second Lien Agent hereby appoints the ABL Agents First Lien Agent and any officer or duly authorized person of the ABL AgentsFirst Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Second Lien Agent does not take such action within ten (10) Business Days after written notice, in the place and stead of the Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ First Lien Agent’s own namesname, from time to time, in the ABL Agents’ sole First Lien Agent’s reasonable 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)transfer.

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 Agents Agent or by the ABL Loan Parties with the consent of the ABL AgentsAgent (other than in connection with a refinancing as described in Section 5.2(d)), or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority CollateralCollateral (other than in connection with a refinancing as described in Section 5.2(d)), so long as such sale, transfer or other disposition under this clause (B) is (1) then permitted by the ABL Documents or consented to by the requisite ABL Lenders, and (2) then permitted by the Second Lien Term Documents or consented to by the requisite Term Lenders, irrespective of whether an Event of Default has occurred, the Term Agent agrees, on behalf of itself and the Second Lien Secured Parties Term Lenders that any such sale, transfer or other disposition sale will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or disposed released shall terminate and be automatically released without further action 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, the Second Lien Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).

Release of Liens. (ia) In the event of (A) any private or public sale of all or any portion of the ABL Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agents Revolving Lender or by the ABL Loan Parties with the consent of the ABL AgentsRevolving Lender after the occurrence and during the continuance of an Event of Default, or (B) any sale, transfer or other disposition of all or any portion of the ABL Revolving Priority Collateral, so long as such sale, transfer or other disposition is then (i) permitted by the ABL Revolving Documents or consented to by the requisite ABL Revolving Lender and (ii) permitted by the Term Documents or consented by the requisite Term Lenders, the Second Lien Term Agent agrees, on behalf of itself and the Second Lien Term Secured Parties Parties, that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Revolving Priority Collateral securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ Liens with respect to the ABL Revolving Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Revolving Secured Parties’ Liens on such ABL Revolving Priority Collateral; providedprovided that, that for the avoidance of doubt, the Term Secured Parties’ Liens in respect of the Parties Proceeds of such Revolving Priority Collateral so sold, transferred, or disposed shall attach continue to exist to the proceeds of any such disposition of the ABL Priority Collateral same extent, and with the same relative priority priorities, as the Revolving Secured Parties’ Liens which attached on such Proceeds; and provided, further, that to the ABL Priority Collateral so releasedextent Proceeds are required to be applied to the obligations under the terms of the Revolving Credit Agreement, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Second Lien Term Agent agrees that that, upon the written request of the Revolving Lender delivered to the Term Agent, it will promptly (and in any event within five (5) days thereafter) execute any and all Lien releases or other documents reasonably requested by the ABL Agents Revolving Lender in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Revolving Lender and any officer or duly authorized person of the ABL AgentsRevolving Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after such written notice, in the place and stead of the Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL Agents’ Revolving Lender’s own namesname, from time to time, in the ABL Agents’ Revolving Lender’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 the ABL Agents or by the ABL Loan Parties with the consent of the ABL AgentsAgent, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority CollateralCollateral (other than in connection with a refinancing as described in Section 5.2(c) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, the Second Lien each Term Agent agrees, on behalf of itself and the Second Lien Term Secured Parties represented by such Term Agent, that, so long as such Term Agent, for the benefit of the relevant Term Secured Parties, shall retain a Lien on the proceeds of such sale, transfer or other disposition (to the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.1(b) hereof), such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Second Lien Term Obligations, and each of the Second Lien Agent’s Term Agents’ and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action 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 of the Second Lien Agent Term Agents agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Agent Term Agents each hereby appoints appoint the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power of attorney in the place and stead of the Second Lien such Term Agent and in the name of the Second Lien such Term Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).

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 Agents or by the ABL Loan Parties with the consent of the ABL AgentsAgent, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority CollateralCollateral (other than in connection with a refinancing as described in Section 5.2(c) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, the Second Lien each Term Agent agrees, on behalf of itself and the Second Lien Term Secured Parties represented by such Term Agent, that, so long as such Term Agent, for the benefit of the relevant Term Secured Parties, shall retain a Lien on the proceeds of such sale, transfer or other disposition (to the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.1(b) hereof), such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Second Lien Term Obligations, and each of the Second Lien Agent’s Term Agents’ and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action 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 of the Second Lien Agent Term Agents agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Agent Term Agents each hereby appoints appoint the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien such Term Agent and in the name of the Second Lien such Term Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).

Release of Liens. (i) In the event of (Ai) 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 the ABL Agents or by the ABL Loan Parties with the consent of the ABL Agents, Term Loan Collateral Agent or (Bii) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition pursuant to this clause (ii) is then permitted by the ABL Term Loan Documents (or consented shall have been duly approved in accordance with the terms thereof) (other than any such sale, transfer or other disposition pursuant to this clause (B) made (x) after the occurrence and during the continuance of an Event of Default under the Indenture or (z) made in connection with the Discharge of Term Loan Obligations, unless in either case then permitted by the requisite ABL LendersNotes Documents (or shall have been duly approved in accordance with the terms thereof)), the Second Lien Notes Collateral Agent agrees, on behalf of itself and the Second Lien other Notes Secured Parties Parties, that such sale, transfer or transfer, other disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Notes Obligations, and the Second Lien Agent’s and the Second Lien such Notes Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, transferred or disposed shall terminate and be automatically released without further action 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 releasedaction. In furtherance of, and subject to, the foregoing, the Second Lien Notes Collateral Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Term Loan Collateral Agent in connection therewith. The Second Lien Notes Collateral Agent hereby appoints the ABL Agents Term Loan Collateral Agent and any officer or duly authorized person of the ABL AgentsTerm Loan 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 the Second Lien Notes Collateral Agent and in the name of the Second Lien Notes Collateral Agent or in the ABL Agents’ Term Loan Collateral Agent’s own namesname, from time to time, in the ABL Agents’ Term Loan 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). All proceeds realized from any such sale or disposition shall be applied, as between the Secured Parties, to the Term Loan Obligations or the Notes Obligations in accordance with the terms of this 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 by, or with the consent of, the ABL Agent in connection with any Exercise of Secured Creditor Remedies by the ABL Agents or by the ABL Loan Parties with the consent of the ABL AgentsRemedies, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority CollateralCollateral (other than in connection with a Refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the ABL Documents and the Term Documents or consented to by the requisite ABL Lenders and the requisite Term Lenders, the Second Lien Term Agent agrees, on behalf of itself and the Second Lien Term Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL AgentsAgent’ own namesname, from time to time, in the ABL Agents’ 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).

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 Agents by, or by the ABL Loan Parties with the consent of of, the ABL AgentsAgent (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 CollateralCollateral (other than in connection with a refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, irrespective of whether an Event of Default has occurred, the Second Lien Term Agent agrees, on behalf of itself and the Second Lien Term Secured Parties that, so long as the Term Agent, for the benefit of the Term Secured Parties, shall retain a Lien on the proceeds of such sale, transfer or other disposition (to the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.1(b) hereof), such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).

Release of Liens. (i) In The parties hereto agree and acknowledge that the event release of (A) Liens on any private or public sale Shared Collateral securing First Lien Obligations of all or any portion of the ABL Priority Collateral Class, whether in connection with any Exercise of Secured Creditor Remedies by the ABL Agents or by the ABL Loan Parties with the consent of the ABL Agents, or (B) any a sale, transfer or other disposition of all such Shared Collateral or any portion otherwise, shall be governed by and subject to the Secured Credit Documents of such Class, and that nothing in this Agreement shall be deemed to amend or affect the terms of the ABL Priority CollateralSecured Credit Documents of such Class with respect thereto; provided that if, so long at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the applicable Collateral Agent in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the other Collateral Agents for the benefit of each Class of Secured Parties upon such Shared Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on the Shared Collateral of the Collateral Agent enforcing its remedies in connection with such foreclosure or enforcement action are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b) hereof; provided, however, that the Liens in favor of the other Collateral Agents for the benefit of each Class of Secured Parties will not be released solely as to proceeds of any such sale, transfer or other disposition is then permitted by the ABL Documents or consented disposition, which proceeds shall be applied pursuant to by the requisite ABL Lenders, the Second Lien Agent agrees, on behalf of itself and the Second Lien Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Section 2.01(b) hereof. Each Collateral securing the Second Lien Obligations, and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents in connection therewith. The Second Lien Agent hereby appoints the ABL Agents and any officer or duly authorized person of the ABL Agents, 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 Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ own names, from time to time, in the ABL Agents’ 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 (at the sole cost and expense of the Grantors) all documents such authorizations and other instruments as may shall reasonably be necessary or desirable requested by the any other Collateral Agent to accomplish the purposes evidence and confirm any release of Shared Collateral provided for in 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)Section.

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 Agents Agent or by the ABL Loan Parties with the consent of the ABL AgentsAgent (other than in connection with a Refinancing as described in Section 5.2(d)), or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority CollateralCollateral (other than in connection with a Refinancing as described in Section 5.2(d)), so long as such sale, transfer or other disposition is (1) then permitted by the ABL Documents or consented to by the requisite ABL Lenders, and (2) then permitted by the Second Lien Term Documents or consented to by the requisite Term Lenders, irrespective of whether an Event of Default has occurred, the Term Agent agrees, on behalf of itself and the Second Lien Secured Parties Term Lenders that such sale, transfer or other disposition sale will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or disposed released shall terminate and be automatically released without further action 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, the Second Lien Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).

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 Agents or by the ABL Loan Parties with the consent of the ABL AgentsAgent (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 CollateralCollateral (other than in connection with a refinancing as described in Section 5.2(c) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, irrespective of whether an Event of Default has occurred, the Second Lien Term Agent agrees, on behalf of itself and the Second Lien Term Secured Parties that, so long as the Term Agent, for the benefit of the Term Secured Parties, shall retain a Lien on the proceeds of such sale, transfer or other disposition (to the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.1(b) hereof), such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).

Release of Liens. (ii)From (A) In the date hereof until the date upon which the Discharge of ABL Priority Obligations shall have occurred and (B) the date upon which the Discharge of Note Priority Obligations shall have occurred until the Payment in Full of ABL Obligations, (I) with respect to the sale, transfer or other Disposition of all or any portion of the ABL Priority Collateral permitted under the terms of the ABL Documents and the Note Documents, (II) 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 Agents or by the ABL Loan Parties with the consent of the ABL AgentsAgent, or and (BIII) any sale, transfer or other disposition Disposition of all or any portion of the ABL Priority Collateral, so long as Collateral by a Grantor to a non-Affiliate of a Grantor with the consent of the ABL Agent at any time that an Event of Default under the ABL Credit Agreement has occurred and is continuing (any such sale, transfer or other disposition is then permitted by the Disposition of ABL Documents or consented to by the requisite Priority Collateral in accordance with this Section 2.4(b)(i)(B)(III), an “ABL LendersDefault Disposition”), the Second Lien Agent agreesNote Agent, on behalf of itself and the Second Lien other Note Secured Parties Parties, agrees that such sale, transfer or other disposition sale will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Note Obligations, and and, upon consummation of such sale, transfer or other Disposition, the Second Lien Note Agent’s and the Second Lien Note Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or disposed released shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral; provided, however, that the Liens Proceeds of the Parties such sale, transfer or other Disposition shall attach to the proceeds of any such disposition of the ABL Priority Collateral be applied in accordance with the same relative priority as the Liens which attached to the ABL Priority Collateral so releasedprovisions of Section 4.1. In furtherance of, and subject to, the foregoing, the Second Lien Note Agent agrees that it will promptly execute and deliver any and all Lien releases or other documents reasonably requested by the ABL Agents Agent (at the Borrowers’ cost and expense) in connection therewiththerewith contemporaneously with the execution and ​ ​ ​ delivery of corresponding Lien releases and such other documents by the ABL Agent, and the Note Agent shall be deemed to have authorized the ABL Agent to file Uniform Commercial Code amendments and terminations covering the ABL Priority Collateral so sold or otherwise disposed of. The Second Lien Note Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person Person of the ABL AgentsAgent, 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 Second Lien Note Agent and in the name of the Second Lien Note Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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 express purposes of this paragraphparagraph (and solely during the times and subject to the conditions provided herein), including any financing statements, endorsements, assignments, releases (including any document necessary to release any lien upon vehicle titles) or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. (ia) In Upon the date on which all of the Obligations (other than Contingent Indemnification Obligations) have been paid in full in immediately available funds and all Commitments have been terminated, (b) in the event any property of any Loan Party is conveyed, sold, leased, assigned, transferred or disposed of in a Permitted Disposition (other than a Permitted Disposition to another Loan Party) or (c) in the case of a transaction permitted under this Agreement the result of which is that a Loan Party ceases to be a Subsidiary hereunder, the Collateral Agent shall, in the case of clauses (a), (b) and (c), upon the Borrower's request and at the Borrower's expense, without any representation, warranty or recourse whatsoever, (A) any private promptly return to the Borrower (or public sale whomsoever shall be lawfully entitled to receive the same or as a court of all competent jurisdiction shall direct) the Collateral (in the case of clause (a)), the Collateral transferred pursuant to the Permitted Disposition (in the case of clause (b)) or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies owned by the ABL Agents or by applicable Subsidiary (in the ABL Loan Parties with the consent case of the ABL Agents, or clause (c)) and (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, the Second Lien Agent agrees, on behalf of itself promptly execute and the Second Lien Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Obligations, and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect deliver to the ABL Priority Borrower such documents, in form and substance reasonably satisfactory to Collateral so soldAgent, transferredas the Borrower shall reasonably request to evidence such release (including, or disposed shall terminate and be automatically released without further action concurrently within the case of clause (c), and to the same extent as, the a release of the ABL Secured Parties’ Liens on such ABL Priority Collateral; provided, that the Liens Guaranty 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 releasedapplicable Subsidiary). In furtherance of, and subject to, the foregoing, the Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents in connection therewith. The Second Lien Agent hereby appoints the ABL Agents and any officer or duly authorized person of the ABL Agents, 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 Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ own names, from time to time, in the ABL Agents’ 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)[***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.

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 Agents by, or by the ABL Loan Parties with the consent of of, the ABL AgentsAgent, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition under this clause (B) is then permitted by the ABL Documents or consented to by the requisite ABL Lenders (and additionally, with respect to a sale, transfer or other disposition under this clause (B) of ABL Priority Collateral by a Credit Party not in the ordinary course of business of such Credit Party, to the extent such sale, transfer or other disposition is then permitted by the Term Documents or consented to by the requisite Term Lenders), irrespective of whether an Event of Default has occurred, the Second Lien Term Agent agrees, on behalf of itself and the Second Lien Term Secured Parties that, so long as the Term Agent, for the benefit of the Term Secured Parties, shall retain a Lien on the proceeds of such sale, transfer or other disposition under clause (A) or (B) above (to the extent that such proceeds are not applied to any ABL Obligations (as provided in Section 4.1(b) hereof in the case of a sale under clause (A) above)), such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof to the extent that such proceeds are not applied to any ABL Obligations) securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof to the extent that such proceeds are not applied to any ABL Obligations) so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).

Release of Liens. Upon execution and delivery of the New Notes and the tender of the June 4 Notes in exchange therefor, the parties to that certain Pledge and Security Agreement, dated as of June 4, 2020 (the “Security Agreement”), among the Company and each subsidiary of the Company party thereto, in favor of Starboard Value Intermediate Fund LP, in its capacity as collateral agent for the Buyers (the “Collateral Agent” and, together with the other parties to the Security Agreement, the “Loan Parties”) agree (i) In they shall have no further recourse to 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 Agents or by the ABL Loan Parties with regards to the consent indebtedness evidenced by the June 4 Notes, (ii) all outstanding indebtedness (including, without limitation, all principal, interest and fees) and all other obligations of the ABL Agents, Company and the other Loan Parties under or (B) any sale, transfer or other disposition of all or any portion relating to the June 4 Notes and the Security Documents in respect of the ABL Priority CollateralJune 4 Notes are and shall be satisfied in full and irrevocably discharged, so long as such saleterminated and released, transfer (iii) all security interests and other Liens granted to or other disposition is then permitted held by the ABL Documents or consented to by Collateral Agent for the requisite ABL Lenders, the Second Lien Agent agrees, on behalf of itself and the Second Lien Secured Parties that such sale, transfer or other disposition will be free and clear benefit of the Liens on Collateral Agent in any Collateral (as defined in the Security Agreement) as security for such ABL Priority Collateral securing indebtedness or such other Obligations are and shall be forever and irrevocably satisfied, released and discharged without any action by any Person, (iv) the Second Lien Obligations, and Security Documents in respect of the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed June 4 Notes shall terminate and be of no further force or effect other than those provisions therein that specifically survive termination and (v) the Loan Parties (or their respective counsel or designees) shall be automatically released without further action concurrently withauthorized to file the UCC (as defined in the Security Agreement) termination statements annexed hereto as Exhibit E, and to the same extent asfile intellectual property releases, to deliver control agreement terminations, to deliver landlord agreement terminations, and to file or deliver all other instruments, releases and documents reasonably necessary to evidence the release of the ABL Secured Parties’ Collateral Agent’s security interests and other Liens on such ABL Priority in the Collateral; provided, however, that, notwithstanding anything to the contrary, all indemnification, reimbursement and other obligations of such guaranties, security agreements, pledge agreements and other Security Documents that the Liens expressly survive that termination of any Security Document in respect of the Parties June 4 Notes 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 releasedcontinue in full force and effect. In furtherance of, and subject toFurther, the foregoing, the Second Lien Collateral Agent agrees that it will promptly execute any and to take all Lien releases or other documents reasonably reasonable additional steps requested by the ABL Agents in connection therewith. The Second Lien Agent hereby appoints Loan Parties, at the ABL Agents and any officer or duly authorized person sole expense of the ABL AgentsLoan Parties, 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 Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ own names, from time to time, in the ABL Agents’ 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 release its security interests in 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)Collateral.

Release of Liens. (ia) 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 Agents Agent or by the an ABL Loan Parties Credit Party with the consent of the ABL AgentsAgent after the occurrence and during the continuance of an Event of Default, or (B) prior to an Event of Default, any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by and the requisite ABL LendersTerm Documents, (i) the Second Lien Term Agent agrees, on behalf of itself and the Second Lien Secured Parties Term Lenders that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral; providedand (ii) the Term Agent and the Terms Lenders shall be deemed to have consented under the Term Documents to such sale, transfer or other disposition, provided that, nothing in this Agreement shall be construed as a waiver of any existing or future default under the Term Documents; provided that the Liens of the Parties shall attach to the proceeds Proceeds of any such sale, transfer or disposition of the ABL Priority Collateral is applied in accordance with the same relative priority as the Liens which attached to the ABL Priority Collateral so releasedSection 4.1 hereof. In furtherance of, and subject to, the foregoing, the Second Lien Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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). In addition, for the avoidance of doubt, the Term Agent agrees, on behalf of the Term Secured Parties, that, with respect to any property or assets that would otherwise constitute ABL Priority Collateral, the requirement that a Lien in favor of the Term Agent attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Lien in favor of the ABL Agent attach to, or be perfected with respect to, such property or assets is waived by the ABL Secured Parties (or the ABL Agent) in accordance with the ABL Documents and so long as no Term Loan Event of Default shall have occurred, be continuing or would result therefrom at such time.

Release of Liens. 18 (i) In 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 Agents Agent or by the ABL Loan Parties with the consent of the ABL AgentsAgent, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents and the Term Documents or consented to by the requisite ABL Lenders and the requisite Term Lenders, the Second Lien Term Agent agrees, on behalf of itself and the Second Lien Term Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action 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 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, the Second Lien Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).. (ii)In the event of (A) any private or public sale of all or any portion of the Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the Term Agent or by the Term Loan Lenders with the consent of the Term Agent, or (B) any sale, transfer or other disposition of all or any portion of the Term Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Term Documents and the ABL Documents or consented to by the requisite Term Lenders and the requisite ABL Lenders, the ABL Agent agrees, on behalf of itself and the ABL Secured Parties, that such sale, transfer or disposition will be free and clear of the Liens on such Term Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Term Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the Term Secured Parties’ Liens on such Term Priority Collateral; provided, that the Liens of the parties shall attach to the proceeds of any such disposition of the Term Priority Collateral with the same relative priority as the Liens which attached to the Term Priority Collateral so released. In furtherance of, and subject to, the foregoing, the ABL Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the Term Agent in connection therewith. The ABL Agent hereby appoints the Term Agent and any officer or duly authorized person of the Term 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 ABL Agent and in the name of the ABL Agent or in the Term Agent’s own name, from time to time, in the Term 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). 19 Section 2.5 No New Liens Until the Discharge of ABL Obligations, and for so long as the Term Obligations are secured by any ABL Priority Collateral, the parties hereto agree that no Term Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents. If any Term Secured Party shall nonetheless acquire or hold any Lien on any assets of any Loan Party securing any Term Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, then the Term Agent (or the relevant Term Secured Party) shall, without the need for any further consent of any other Term Secured Party, the Term Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. (b) Until the Discharge of Term Obligations, and for so long as the ABL Obligations are secured by any Term Priority Collateral, the parties hereto agree that, except for the Canadian Collateral and the European Collateral, no ABL Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents. If any ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any Loan Party (other than the Canadian Collateral and the European Collateral) securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, any ABL Borrower or any ABL Guarantor and notwithstanding anything to the contrary in any other ABL Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Term Agent in writing of the existence of such Lien. Section 2.6

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 Agents or by the ABL Loan Parties with the consent of the ABL AgentsAgent (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 CollateralCollateral (other than in connection with a refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the ABL Documents Facility Documentation or consented to by the requisite ABL Lenders, irrespective of whether an Event of Default has occurred, the Second Lien Term Agent agrees, on behalf of itself and the Second Lien Term Secured Parties that, so long as the Term Agent, for the benefit of the Term Secured Parties, shall retain a Lien on the Proceeds of such sale, transfer or other disposition (to the extent that such Proceeds are not applied to the ABL Obligations as provided in Section 4.1(b) hereof), such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the Proceeds thereof) securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the Proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).

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 Agents or by the ABL Loan Parties with the consent of the ABL AgentsAgent (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 CollateralCollateral (other than in connection with a refinancing as described in Section 5.2(c) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, irrespective of whether an Event of Default has occurred, each of the Second Lien Agent agreesTerm Agent, on behalf of itself and the Second Lien Term Secured Parties, and each Junior Agent that becomes a party to this Agreement, for and on behalf of itself and the Junior Secured Parties represented thereby, agrees that so long as the Term Agent, for the benefit of the Term Secured Parties, or such Junior Agent, for the benefit of the Junior Secured Parties, as applicable, shall retain a Lien on the proceeds of such sale, transfer or other disposition (to the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.1(b) hereof), in each case, such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Second Lien Term Obligations and the Junior Obligations, respectively, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ ’, and such Junior Agent’s and the applicable Junior Secured Parties’, Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Term Agent and each Junior Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent and each Junior Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent or such Junior Agent and in the name of the Second Lien Term Agent or such Junior Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).. 39168701_7

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 Agents or by the ABL Loan Parties with the consent of the ABL AgentsAgent (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 CollateralCollateral (other than in connection with a refinancing as described in Section 5.2(c) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, irrespective of whether an Event of Default has occurred, each of the Second Lien Agent agreesTerm Agent, on behalf of itself and the Second Lien Term Secured Parties, and each Junior Agent that becomes a party to this Agreement, for and on behalf of itself and the Junior Secured Parties represented thereby, agrees that so long as the Term Agent, for the benefit of the Term Secured Parties, or such Junior Agent, for the benefit of the Junior Secured Parties, as applicable, shall retain a Lien on the proceeds of such sale, transfer or other disposition (to the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.1(b) hereof), in each case, such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Second Lien Term Obligations and the Junior Obligations, respectively, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ ’, and such Junior Agent’s and the applicable Junior Secured Parties’, Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Term Agent and each Junior Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent and each Junior Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent or such Junior Agent and in the name of the Second Lien Term Agent or such Junior Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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 39168701_7 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 the ABL Agents or by the ABL Loan Parties with the consent of the ABL Agents, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, the Second Lien Agent agrees, on behalf of itself and the Second Lien Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Obligations, and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents in connection therewith. The Second Lien Agent hereby appoints the ABL Agents and any officer or duly authorized person of the ABL Agents, 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 Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ own namesname, from time to time, in the ABL Agents’ 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. Each LENDER holding a SECURITY INTEREST in a particular item of COLLATERAL (iexcluding the ANTIGUA STOCK and the SEI STOCK) In which is not the SENIOR LIEN (as to any such item of COLLATERAL each such LENDER is referred to as a "JUNIOR POSITION LENDER") agrees that 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 Agents or by the ABL Loan Parties with the consent of the ABL Agents, or (B) any sale, transfer or other disposition of all such COLLATERAL, whether by ANTIGUA, PARENT, SEI, or any portion of by the ABL Priority CollateralLENDER holding the SENIOR LIEN in such COLLATERAL, so long as if the LENDER holding the SENIOR LIEN in such sale, transfer COLLATERAL agrees to such sale or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, the Second Lien Agent agrees, on behalf of itself and the Second Lien Secured Parties that proceeds of such sale, transfer sale or other disposition will be are applied to reduce the obligations secured by the SENIOR LIEN, the JUNIOR POSITION LENDER shall: (i) have no right to object to the sale or other disposition of such COLLATERAL or withhold or delay its consent, if such consent is required for the sale or other disposition of such COLLATERAL; and (ii) upon the request of the LENDER holding the SENIOR LIEN in such COLLATERAL, provide all necessary releases of SECURITY INTERESTS held by the JUNIOR POSITION LENDER necessary in order to accomplish such sale or other disposition free and clear of all SECURITY INTERESTS of the Liens on JUNIOR POSITION LENDER, all without any consideration or payment to the JUNIOR POSITION LENDER, unless the proceeds from such ABL Priority Collateral securing sale repay all debt secured by the Second Lien ObligationsSENIOR LIEN in such COLLATERAL in full, in which event any proceeds in excess of the amount used to repay all debt secured by the SENIOR LIEN in such COLLATERAL in full shall be paid to the LENDER having the SECURITY INTEREST which is prior to all other SECURITY INTERESTS outstanding, provided such proceeds are not required by applicable law to be paid to any other party. The provisions of this Section are solely for the benefit of the LENDERS holding SENIOR LIENS and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed DEBTORS shall terminate and be automatically released without further action 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, the Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents in connection therewith. The Second Lien Agent hereby appoints the ABL Agents and any officer or duly authorized person of the ABL Agents, 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 Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ own names, from time to time, in the ABL Agents’ 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)have no rights hereunder.

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 Agents First Lien Agent or by the ABL Loan Parties with the consent of the ABL AgentsFirst Lien Agent after the occurrence and during the continuance of a First Lien Event of Default, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority CollateralCollateral (other than in connection with a refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the ABL First Lien Loan Documents and the Second Lien Loan Documents or consented to by the requisite ABL First Lien Lenders and the requisite Second Lien Lenders, the Second Lien Agent agrees, on behalf of itself and the Second Lien Secured Parties Lenders that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Obligations, and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL First Lien Secured Parties’ Liens on such ABL Priority Collateral; providedprovided that, that for the avoidance of doubt, the Second Lien Secured Parties’ Liens in respect of the Parties Proceeds of such Collateral so sold, transferred, or disposed shall attach continue to exist to the proceeds of any such disposition of the ABL Priority Collateral same extent, and with the same relative priority priorities, as the First Lien Secured Parties’ Liens which attached on such Proceeds; and provided, further, that to the ABL Priority Collateral so releasedextent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(a). In furtherance of, and subject to, the foregoing, the Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents First Lien Agent in connection therewith. The Second Lien Agent hereby appoints the ABL Agents First Lien Agent and any officer or duly authorized person of the ABL AgentsFirst Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Second Lien Agent does not take such action within ten (10) Business Days after written notice, in the place and stead of the Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ First Lien Agent’s own namesname, from time to time, in the ABL Agents’ First Lien 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).

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 Agents or by the ABL Loan Parties with the consent of the ABL Agents, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by Collateral in connection with a Release Event at any time prior to the ABL Documents or consented to by date upon which the requisite ABL LendersDischarge of Senior Indebtedness shall have occurred, the Second Lien Agent agreesSubordinated Agent, for and on behalf of itself and the Second Lien Secured Parties Subordinated Lenders, agrees that the Liens securing the Subordinated Obligations with respect to such sale, transfer Collateral shall automatically be released without any further action by any party and such sale or other disposition will be free and clear of the Liens securing the Subordinated Obligations and, if the sale or other disposition includes Equity Interests in any Obligor or any of its Subsidiaries, the Subordinated Agent further agrees, for and on behalf of itself and the Subordinated Lenders, that any guarantees by such Obligor or Subsidiary shall automatically be released without any further action by any party; provided that, in each case, (i) the Senior Agent also releases its Liens on such ABL Priority Collateral, (ii) the Proceeds of such disposition of such Collateral securing are applied, with respect to (x) any sale or other disposition of Collateral pursuant to clauses (a) and (b) in the Second Lien Obligationsdefinition of “Release Event” hereunder, to permanently repay (or otherwise reduce in the case of a credit bid) the Senior Indebtedness, or (y) any sale or other disposition of Collateral pursuant to clause (c) in the definition of “Release Event” hereunder, in accordance with the terms of the Senior Credit Agreement and (iii) the Second Lien Agent’s and Subordinated Agent shall still, subject to the Second Lien Secured Parties’ Liens terms of this Agreement, have a security interest with respect to the ABL Priority Collateral so soldProceeds of such Collateral, transferredexcept to the extent applied to repay the Senior Indebtedness in accordance with the preceding clause (ii) of this Section 2.d. The Subordinated Agent agrees, for and on behalf of itself and the Subordinated Lenders, without recourse to or disposed shall terminate warranty by the Subordinated Agent, that, in connection with any such sale or other disposition (i) the Senior Agent (and be automatically released without further action concurrently withits agents or other designees) are authorized to file any and all UCC Lien releases and/or terminations of the Liens held by the Subordinated Agent or any Subordinated Lender in connection with such a sale or other disposition, 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, the Second Lien Agent agrees that (ii) it will promptly execute any and all Lien and guaranty releases or other documents reasonably requested by the ABL Agents Senior Agent in connection therewith. The Second Lien Agent therewith and the Subordinated Agent, for and on behalf of itself and the Subordinated Xxxxxxx, hereby irrevocably appoints the ABL Agents and any officer or duly authorized person of the ABL Agents, with full power of substitution, Senior Agent as its true and their lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ own names, from time fact to time, in the ABL Agents’ sole discretion, for the purposes of carrying out the terms of this paragraph, to take execute any and all appropriate action such Lien releases 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)documents.

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 Agents Agent or by the ABL Loan Parties with the consent of the ABL AgentsAgent, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents and the Term Documents or consented to by the requisite ABL Lenders and the requisite Term Lenders, the Second Lien Term Agent agrees, on behalf of itself and the Second Lien Term Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Term Obligations, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent and in the name of the Second Lien Term Agent or in the ABL AgentsAgent’ own names, from time to time, in the ABL Agents’ 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).

Release of Liens. (ia) In If, at any time the event Collateral Agent forecloses upon or otherwise exercises remedies against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time and including any disposition of (A) any private or public sale Shared Collateral by any Grantor after the occurrence and during the continuance of all or any portion Event of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agents or by the ABL Loan Parties Default with the consent of the ABL AgentsCollateral Agent at the Direction of Majority First Lien Secured Parties (to the extent such consent is required)): (i) the Liens in favor of the Collateral Agent for the benefit of each Series of Pari Passu Secured Parties upon such Shared Collateral will automatically be released and discharged and (ii) if the asset that is subject to such foreclosure or other exercise of remedies consists of the equity interests of any Grantor, (x) such Grantor and any Subsidiary of such Grantor will automatically be released and discharged as Grantors with respect to each Series of Pari Passu Obligations and (y) the Liens in favor of the Collateral Agent for the benefit of each Series of Pari Passu Secured Parties upon the assets of such Grantor constituting Shared Collateral will automatically be released and discharged; provided that (A) the Liens in favor of the Collateral Agent for the benefit of each related Series of Pari Passu Secured Parties secured by such Shared Collateral attach to any such Proceeds of such sale or disposition with the same priority vis-a-vis all the other Pari Passu Secured Parties as existed prior to the commencement of such sale or other disposition, and any such Liens shall remain subject to the terms of this Agreement until application thereof pursuant to Section 2.01 and (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, the Second Lien Agent agrees, on behalf of itself and the Second Lien Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Obligations, and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action 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 Shared Collateral with the same relative priority as the Liens which attached realized therefrom shall be applied pursuant to the ABL Priority Collateral so released. In furtherance of, and subject to, the foregoing, the Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents in connection therewith. The Second Lien Agent hereby appoints the ABL Agents and any officer or duly authorized person of the ABL Agents, 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 Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ own names, from time to time, in the ABL Agents’ 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)Section 2.01.

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 Agents or by the ABL Loan Parties with the consent of the ABL AgentsAgent (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 CollateralCollateral (other than in connection with a refinancing as described in Section 5.2(c) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, irrespective of whether an Event of Default has occurred, each of the Second Lien Agent agreesTerm Agent, on behalf of itself and the Second Lien Term Secured Parties, and each Junior Agent that becomes a party to this Agreement, for and on behalf of itself and the Junior Secured Parties represented thereby, agrees that so long as the Term Agent, for the benefit of the Term Secured Parties, or such Junior Agent, for the benefit of the Junior Secured Parties, as applicable, shall retain a Lien on the proceeds of such sale, transfer or other disposition (to the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.1(b) hereof), in each case, such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Second Lien Term Obligations and the Junior Obligations, respectively, and the Second Lien Term Agent’s and the Second Lien Term Secured Parties’ ’, and such Junior Agent’s and the applicable Junior Secured Parties’, Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action 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, the Second Lien Term Agent and each Junior Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents Agent in connection therewith. The Second Lien Term Agent and each Junior Agent hereby appoints the ABL Agents Agent and any officer or duly authorized person of the ABL AgentsAgent, 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 Second Lien Term Agent or such Junior Agent and in the name of the Second Lien Term Agent or such Junior Agent or in the ABL Agents’ Agent’s own namesname, from time to time, in the ABL Agents’ 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).

Release of Liens. (i) In The parties hereto agree and acknowledge that the event release of (A) Liens on any private or public sale Shared Collateral securing First Lien Obligations of all or any portion of the ABL Priority Collateral Class, whether in connection with any Exercise of Secured Creditor Remedies by the ABL Agents or by the ABL Loan Parties with the consent of the ABL Agents, or (B) any a sale, transfer or other disposition of all such Shared Collateral or any portion otherwise, shall be governed by and subject to the Secured Credit Documents of such Class, and that nothing in this Agreement shall be deemed to amend or affect the terms of the ABL Priority CollateralSecured Credit Documents of such Class with respect thereto; provided that if, so long as such saleat any time any Shared Collateral is transferred to a third party or otherwise disposed of, transfer in each case, in connection with any Enforcement Action by, or sale or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lendersby, the Second Lien Agent agreesApplicable Authorized Representative, on behalf of itself and then (whether or not any Insolvency or Liquidation Proceeding is pending at the Second Lien Secured Parties that such sale, transfer or other disposition will be free and clear time) the Liens in favor of the other Secured Lender upon such Shared Collateral will automatically be released and discharged upon final conclusion of foreclosure proceeding as and when, but only to the extent, such Liens on such ABL Priority the Shared Collateral securing the Second Lien Obligations, and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority CollateralApplicable Authorized Representative are released and discharged; provided, further, that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b); provided, however, that the Liens in favor of the Parties shall attach other Secured Lender will not be released as to any Shared Collateral the net proceeds of any such the disposition of the ABL Priority Collateral with the same relative priority as the Liens which attached will not be applied to the ABL Priority Collateral so releasedrepay any First Lien Obligations. In furtherance of, and subject to, the foregoing, the Second Lien Agent Each Secured Lender agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agents in connection therewith. The Second Lien Agent hereby appoints the ABL Agents and any officer or duly authorized person of the ABL Agents, 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 Second Lien Agent and in the name of the Second Lien Agent or in the ABL Agents’ own names, from time to time, in the ABL Agents’ 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 (at the sole cost and expense of the Grantors) all documents such authorizations and other instruments as may shall reasonably be necessary or desirable requested by the Applicable Authorized Representative to accomplish the purposes evidence and confirm any release of Shared Collateral provided for in 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)Section 3.04.