Common use of Automatic Release of Junior Liens Clause in Contracts

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any RBL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Collateral provided for in this Section 2.05.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien AgentThe LC Collateral Agent and each other LC Secured Party agrees that, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Collateral Agent of the Lien held by the Applicable First Lien ABL Collateral Agent on such RBL ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition)Collateral, the Lien held by each Second-Lien the LC Collateral Agent on such RBL ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien holders of the LC Obligations Secured Parties shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien ABL Obligations, and the Liens on such remaining Proceeds proceeds securing the Second-Priority Lien LC Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien AgentThe ABL Collateral Agent and each other ABL Secured Party agrees that, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes LC Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes LC Priority Collateral that results in the release by the Applicable Second Lien LC Collateral Agent of the Lien held by the Applicable Second Lien LC Collateral Agent on such Term/Notes LC Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition)Collateral, the Lien held by the Applicable First Lien ABL Collateral Agent on such Term/Notes LC Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien ABL Obligations shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (ba) that remain after Discharge of the Second-Priority Lien all LC Obligations, and the Liens on such remaining Proceeds proceeds securing the First-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each In the event of a Default Disposition, the Applicable Liens of Junior AgentCollateral Agent shall be automatically released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Default Disposition were a disposition of collateral by a secured party in accordance with the UCC or similar law under the applicable jurisdiction) and in accordance with applicable law, Junior Representatives and other Junior (ii) Senior Collateral Agent also releases its Liens on such Senior Secured Obligations Secured Parties Collateral and (iii) the net cash proceeds of any such Default Disposition are applied in accordance with Section 2.1(a) hereof (as if they were proceeds received in connection with an enforcement action). (d) Each Junior Representative and each Junior Collateral Agent agrees to execute and deliver (at the sole cost and expense of the applicable Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any applicable Senior Representative acting on behalf of or the relevant Applicable Senior Secured Obligations Secured Parties Collateral Agent to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section. (e) If at any time any Grantor or the holder of any Senior Secured Obligations delivers notice to each Junior Collateral Agent that any specified Senior Secured Obligations Collateral (including all or substantially all of the Capital Stock of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (i) by the owner of such Collateral in a transaction permitted under the LC Documents and the ABL Documents, or (ii) during the existence of any Event of Default under the ABL Documents or the LC Documents, in each case in connection with the foreclosure upon (or exercise of rights and remedies with respect to) such Collateral, to the extent that the Applicable Senior Collateral Agent has consented to such sale, transfer or disposition, then the Liens in favor of the Junior Secured Obligations Secured Parties upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Senior Secured Obligations Collateral are released and discharged; provided that the proceeds of such sale, transfer or disposition shall be applied in accordance with Section 2.052.01(a). Upon delivery to each Junior Collateral Agent of a notice from the Applicable Senior Collateral Agent stating that any release of Liens securing or supporting the Senior Secured Obligations has become effective (or shall become effective upon each Junior Collateral Agent’s release), each Junior Collateral Agent will promptly execute and deliver such instruments, releases, terminations statements or other documents confirming such release on customary terms.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any RBL Priority Common Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Common Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Common Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Priority Lien Collateral Obligations Agent on such RBL Priority Common Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Second Lien Agent, FirstSecond-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested in writing by the Applicable First Lien Agent or any Senior First-Priority Lien Obligations Representative acting on behalf of the relevant Senior Secured First-Priority Lien Obligations Secured Parties to evidence and confirm any release of Junior Common Collateral provided for in this Section 2.05.

Automatic Release of Junior Liens. (a) Each of The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien event the Senior Secured Obligations Secured Parties agrees release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien (other than a release (x) in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below or (y) granted following the Discharge of Senior Secured Obligations), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any RBL Priority Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released other than any such release granted following the Discharge of Senior Secured Obligations and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Senior Secured Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically releasedCollateral; provided that, notwithstanding the foregoing, all Second-Priority that such Junior Lien Obligations Secured Parties shall be entitled remain in place with respect to any Proceeds proceeds of a sale, transfer or other disposition under this clause (aa)(ii) that remain after Discharge the satisfaction in full of the First-Priority Senior Secured Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien Obligationsattach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the Liens on requirement that a Senior Lien attach to, or be perfected with respect to, such remaining Proceeds securing property or assets is waived by the Second-Priority Lien Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall not have occurred, be automatically released pursuant to this Section 2.05(a)continuing or would result therefrom at such time. (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable The Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05Section.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, SecondFirst-Priority Lien Obligations Representatives Representative and each other SecondFirst-Priority Lien Obligations Secured Parties Party agrees that in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Facility Collateral Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien ABL Facility Collateral Agent on such RBL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First each First-Lien Collateral Agent on such Term/Notes ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (ba) that remain after Discharge of the SecondABL Obligations, and the Liens on such remaining proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) The ABL Facility Collateral Agent and each other ABL Facility Secured Party agrees that in the event of a sale, transfer or other disposition of any Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Notes Priority Collateral that results in the release by the Applicable First-Lien Collateral Agent of the Lien held by the Applicable First-Lien Collateral Agent on such Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the ABL Facility Documents at the time of such sale, transfer or other disposition), the Lien held by the ABL Facility Collateral Agent on such Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the ABL Obligations shall be entitled to any proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the entire Class of First-Priority Lien Obligations, and the Liens on such remaining Proceeds proceeds securing the First-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Representative and each Junior Representatives and other Junior Secured Obligations Secured Parties Collateral Agent agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of or the relevant Senior Secured Obligations Secured Parties Applicable Collateral Agent to evidence and confirm any release of Junior Collateral provided for in this Section 2.05Section.

Automatic Release of Junior Liens. (a) Each of The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien event the Senior Secured Obligations Secured Parties agrees release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any RBL Priority Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Senior Secured Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically releasedCollateral; provided that, notwithstanding the foregoing, all Second-Priority that such Junior Lien Obligations Secured Parties shall be entitled remain in place with respect to any Proceeds proceeds of a sale, transfer or other disposition under this clause (aa)(ii) that remain after Discharge the satisfaction in full of the First-Priority Senior Secured Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien Obligationsattach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the Liens on requirement that a Senior Lien attach to, or be perfected with respect to, such remaining Proceeds securing property or assets is waived by the Second-Priority Lien Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall not have occurred, be automatically released pursuant to this Section 2.05(a)continuing or would result therefrom at such time. (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable The Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05Section. (c) Notwithstanding anything herein to the contrary: (i) in the event that the Revolving Facility Obligations have been satisfied in full, and the Revolving Facility Collateral Agent and the Revolving Facility Secured Parties release their Lien on the Revolving Facility First Lien Collateral, the Term Debt Liens with respect to the Revolving Facility First Lien Collateral shall not be released. (ii) in the event that the Term Debt Obligations have been satisfied in full, and the Term Debt Collateral Agent and the Term Debt Secured Parties release their Lien on the Term Debt First Lien Collateral, the Revolving Facility Liens with respect to the Term Debt First Lien Collateral (other than the Revolving Facility Liens with respect to the equity interests of the Restricted Subsidiaries (as defined in the Revolving Facility Credit Agreement) of Holdings pledged to the Revolving Facility Secured Parties pursuant to Article II of the Revolving Facility Security Agreement) shall be released; and (iii) To the extent that, subsequent to the release of the Term Debt Liens on Collateral, such Term Debt Liens are reinstated or the Grantors grant similar Senior Liens on the Term Debt First Lien Collateral to secure obligations similar to the Term Debt Obligations, then all Revolving Facility Liens on the Term Debt First Lien Collateral in favor of the Revolving Facility Collateral Agent and the Revolving Facility Secured Parties that were released pursuant to the foregoing clause (ii) shall be reinstated as Junior Liens on such Term Debt First Lien Collateral.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, SecondFirst-Priority Lien Obligations Representatives Representative and each other SecondFirst-Priority Lien Obligations Secured Parties Party agrees that that, in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Facility Collateral Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien ABL Facility Collateral Agent on such RBL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First First-Lien Collateral Agent on such Term/Notes ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (ba) that remain after Discharge of the SecondABL Obligations, and the Liens on such remaining proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) The ABL Facility Collateral Agent and each other ABL Facility Secured Party agrees that, in the event of a sale, transfer or other disposition of any Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Notes Priority Collateral that results in the release by the First-Lien Collateral Agent of the Lien held by the First-Lien Collateral Agent on such Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the ABL Facility Documents at the time of such sale, transfer or other disposition), the Lien held by the ABL Facility Collateral Agent on such Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the ABL Obligations shall be entitled to any proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of all First-Priority Lien Obligations, and the Liens on such remaining Proceeds proceeds securing the First-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Representative and each Junior Representatives and other Junior Secured Obligations Secured Parties Collateral Agent agrees to execute and deliver (at the sole cost and expense of the applicable Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any applicable Senior Representative acting on behalf of or the relevant Applicable Senior Secured Obligations Secured Parties Collateral Agent to evidence and confirm any release of Junior Collateral provided for in this Section. (d) If at any time any Grantor or the holder of any Senior Secured Obligations delivers notice to each Junior Collateral Agent that any specified Senior Secured Obligations Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (i) by the owner of such Collateral in a transaction permitted under the First-Priority Lien Obligations Documents and the ABL Facility Documents, or (ii) during the existence of any Event of Default under the ABL Facility, the Indenture or any Other First-Priority Lien Obligations Credit Document, as applicable, to the extent the Applicable Senior Collateral Agent has consented to such sale, transfer or disposition, then the Liens in favor of the Junior Secured Obligations Secured Parties upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Senior Secured Obligations Collateral are released and discharged; provided that the proceeds of such sale, transfer or disposition shall be applied in accordance with Section 2.052.01(a). Upon delivery to each Junior Collateral Agent of a notice from the Applicable Senior Collateral Agent stating that any release of Liens securing or supporting the Senior Secured Obligations has become effective (or shall become effective upon each Junior Collateral Agent’s release), each Junior Collateral Agent will promptly execute and deliver such instruments, releases, terminations statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Junior Secured Obligations Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Senior Secured Obligations is released and discharged.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien AgentThe LC Collateral Agent and each other LC Secured Party agrees that, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any RBL Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Notes Priority Collateral that results in the release by the Applicable First Lien Notes Collateral Agent of the Lien held by the Applicable First Lien Notes Collateral Agent on such RBL Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition)Collateral, the Lien held by each Second-Lien the LC Collateral Agent on such RBL Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien holders of the LC Obligations Secured Parties shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Notes Obligations, and the Liens on such remaining Proceeds proceeds securing the Second-Priority Lien LC Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien AgentThe Notes Collateral Agent and each other Notes Secured Party agrees that, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes LC Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes LC Priority Collateral that results in the release by the Applicable Second Lien LC Collateral Agent of the Lien held by the Applicable Second Lien LC Collateral Agent on such Term/Notes LC Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition)Collateral, the Lien held by the Applicable First Lien Notes Collateral Agent on such Term/Notes LC Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Notes Obligations shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien all LC Obligations, and the Liens on such remaining Proceeds proceeds securing the First-Priority Lien Notes Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each In the event of a Default Disposition, the Applicable Liens of Junior AgentCollateral Agent shall be automatically released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Default Disposition were a disposition of collateral by a secured party in accordance with the UCC or similar law under the applicable jurisdiction) and in accordance with applicable law, Junior Representatives and other Junior (ii) Senior Collateral Agent also releases its Liens on such Senior Secured Obligations Secured Parties Collateral and (iii) the net cash proceeds of any such Default Disposition are applied in accordance with Section 2.1(a) hereof (as if they were proceeds received in connection with an enforcement action). (d) Each Junior Representative and each Junior Collateral Agent agrees to execute and deliver (at the sole cost and expense of the applicable Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any applicable Senior Representative acting on behalf of or the relevant Applicable Senior Secured Obligations Secured Parties Collateral Agent to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section. (e) If at any time any Grantor or the holder of any Senior Secured Obligations delivers notice to each Junior Collateral Agent that any specified Senior Secured Obligations Collateral (including all or substantially all of the Capital Stock of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (i) by the owner of such Collateral in a transaction permitted under the LC Documents and the Notes Documents, or (ii) during the existence of any Event of Default under the Notes Documents or the LC Documents, in each case in connection with the foreclosure upon (or exercise of rights and remedies with respect to) such Collateral, to the extent that the Applicable Senior Collateral Agent has consented to such sale, transfer or disposition, then the Liens in favor of the Junior Secured Obligations Secured Parties upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Senior Secured Obligations Collateral are released and discharged; provided that the proceeds of such sale, transfer or disposition shall be applied in accordance with Section 2.052.01(a). Upon delivery to each Junior Collateral Agent of a notice from the Applicable Senior Collateral Agent stating that any release of Liens securing or supporting the Senior Secured Obligations has become effective (or shall become effective upon each Junior Collateral Agent’s release), each Junior Collateral Agent will promptly execute and deliver (at the sole cost and expense of the Grantors) such instruments, releases, terminations statements or other documents confirming such release on customary terms.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives The Notes Collateral Agent and Security Trustee and each other Second-Priority Lien Obligations Noteholder Secured Parties agrees Party agree that in the event of a saleDisposition of Revolving Facility Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Noteholder Documents at the time of such Disposition), transfer such Junior Lien on such Collateral (and, if such Collateral is all of the equity interests of a Grantor, all obligations of such Grantor under the Noteholder Documents) shall, subject to the terms of the Noteholder Documents, terminate and be released automatically, unconditionally, simultaneously and without further action if the applicable Senior Liens on such Collateral (and, if such Collateral is all of the equity interests of a Grantor, all obligations of such Grantor under the Revolving Facility Documents) are released and if such Disposition either (x) is then not prohibited by the Noteholder Documents or other disposition of any RBL Priority Collateral (y) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results Revolving Facility Collateral; provided, that, in the release case of a Disposition pursuant to subclause (y) above, the proceeds of any such Disposition received by any Revolving Facility Secured Party shall be applied to repay Revolving Credit Obligations; provided, further, that, in the Applicable First case of a Disposition pursuant to subclause (x) or (y) above, the Junior Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred shall remain in full force and is continuing under the Second-Priority Lien Obligations Documents at the time effect with respect to any proceeds of such sale, transfer or other disposition), the Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) Disposition that remain after Discharge the satisfaction in full of the First-Priority Lien Revolving Credit Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives The Notes Collateral Agent and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties Security Trustee agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested and provided by the Applicable Collateral Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties and Security Trustee to evidence and confirm any release of Junior Collateral provided for in this Section 2.053.04. Until the Senior Discharge Date, the Notes Collateral Agent and Security Trustee, for itself and on behalf of each other Noteholder Secured Party, hereby appoints the Collateral Agent and Security Trustee, and any officer or agent of the Collateral Agent and Security Trustee as the Collateral Agent and Security Trustee may designate from time to time, with full power of substitution, as the attorney-in-fact of the Notes Collateral Agent and Security Trustee and each Noteholder Secured Party for the purpose of entering into any such release and other instruments and carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the Collateral Agent and Security Trustee may deem necessary or advisable to accomplish the purposes of this Section 3.04, which appointment is irrevocable and coupled with an interest.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agenti. The LC Collateral Agent and each other LC Secured Party agrees that, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any RBL Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Notes Priority Collateral that results in the release by the Applicable First Lien Notes Collateral Agent of the Lien held by the Applicable First Lien Notes Collateral Agent on such RBL Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition)Collateral, the Lien held by each Second-Lien the LC Collateral Agent on such RBL Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien holders of the LC Obligations Secured Parties shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Notes Obligations, and the Liens on such remaining Proceeds proceeds securing the Second-Priority Lien LC Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agentii. The Notes Collateral Agent and each other Notes Secured Party agrees that, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes LC Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes LC Priority Collateral that results in the release by the Applicable Second Lien LC Collateral Agent of the Lien held by the Applicable Second Lien LC Collateral Agent on such Term/Notes LC Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition)Collateral, the Lien held by the Applicable First Lien Notes Collateral Agent on such Term/Notes LC Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Notes Obligations shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien all LC Obligations, and the Liens on such remaining Proceeds proceeds securing the First-Priority Lien Notes Obligations shall not be automatically released pursuant to this Section 2.05(b). iii. In the event of a Default Disposition, the Liens of Junior Collateral Agent shall be automatically released so long as (ci) Each such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Default Disposition were a disposition of collateral by a secured party in accordance with the Applicable Junior AgentUCC or similar law under the applicable jurisdiction) and in accordance with applicable law, Junior Representatives and other Junior (ii) Senior Collateral Agent also releases its Liens on such Senior Secured Obligations Secured Parties Collateral and (iii) the net cash proceeds of any such Default Disposition are applied in accordance with Section 2.1(a) hereof (as if they were proceeds received in connection with an enforcement action). iv. Each Junior Representative and each Junior Collateral Agent agrees to execute and deliver (at the sole cost and expense of the applicable Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any applicable Senior Representative acting on behalf of or the relevant Applicable Senior Secured Obligations Secured Parties Collateral Agent to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section. v. If at any time any Grantor or the holder of any Senior Secured Obligations delivers notice to each Junior Collateral Agent that any specified Senior Secured Obligations Collateral (including all or substantially all of the Capital Stock of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (i) by the owner of such Collateral in a transaction permitted under the LC Documents and the Notes Documents, or (ii) during the existence of any Event of Default under the Notes Documents or the LC Documents, in each case in connection with the foreclosure upon (or exercise of rights and remedies with respect to) such Collateral, to the extent that the Applicable Senior Collateral Agent has consented to such sale, transfer or disposition, then the Liens in favor of the Junior Secured Obligations Secured Parties upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Senior Secured Obligations Collateral are released and discharged; provided that the proceeds of such sale, transfer or disposition shall be applied in accordance with Section 2.052.01(a). Upon delivery to each Junior Collateral Agent of a notice from the Applicable Senior Collateral Agent stating that any release of Liens securing or supporting the Senior Secured Obligations has become effective (or shall become effective upon each Junior Collateral Agent’s release), each Junior Collateral Agent will promptly execute and deliver (at the sole cost and expense of the Grantors) such instruments, releases, terminations statements or other documents confirming such release on customary terms.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, SecondFirst-Priority Lien Obligations Representatives Representative and each other SecondFirst-Priority Lien Obligations Secured Parties Party agrees that that, in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Facility Collateral Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien ABL Facility Collateral Agent on such RBL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First First-Lien Agent on such Term/Notes ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (ba) that remain after Discharge of the SecondABL Obligations, and the Liens on such remaining proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) The ABL Facility Collateral Agent and each other ABL Facility Secured Party agrees that, in the event of a sale, transfer or other disposition of any Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Notes Priority Collateral that results in the release by the Applicable First-Lien Agent of the Lien held by the Applicable First-Lien Agent on such Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the ABL Facility Documents at the time of such sale, transfer or other disposition), the Lien held by the ABL Facility Collateral Agent on such Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the ABL Obligations shall be entitled to any proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of all First-Priority Lien Obligations, and the Liens on such remaining Proceeds proceeds securing the First-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Representative and each Junior Representatives and other Junior Secured Obligations Secured Parties Collateral Agent agrees to execute and deliver (at the sole cost and expense of the applicable Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any applicable Senior Representative acting on behalf of or the relevant Applicable Senior Secured Obligations Secured Parties Collateral Agent to evidence and confirm any release of Junior Collateral provided for in this Section 2.05Section. (d) If at any time any Grantor or the holder of any Senior Secured Obligations delivers notice to each Junior Collateral Agent that any specified Senior Secured Obligations Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (i) by the owner of such Collateral in a transaction permitted under the First-Priority Lien Obligations Documents and the ABL Facility Documents, or (ii) during the existence of any Event of Default under the ABL Facility, the Indenture or any Other First-Priority Lien Obligations Credit Document, as applicable, to the extent the Applicable Senior Collateral Agent has consented to such sale, transfer or disposition, then the Liens in favor of the Junior Secured Obligations Secured Parties upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Senior Secured Obligations Collateral are released and discharged. Upon delivery to each Junior Collateral Agent of a notice from the Applicable Senior Collateral Agent stating that any release of Liens securing or supporting the Senior Secured Obligations has become effective (or shall become effective upon each Junior Collateral Agent’s release), each Junior Collateral Agent will promptly execute and deliver such instruments, releases, terminations statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Junior Secured Obligations Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Senior Secured Obligations is released and discharged.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, SecondFirst-Priority Lien Obligations Representatives Representative and each other SecondFirst-Priority Lien Obligations Secured Parties Party agrees that that, in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Facility Collateral Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien ABL Facility Collateral Agent on such RBL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First First-Lien Collateral Agent on such Term/Notes ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (ba) that remain after Discharge of the SecondABL Obligations, and the Liens on such remaining proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) The ABL Facility Collateral Agent and each other ABL Facility Secured Party agrees that, in the event of a sale, transfer or other disposition of any Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Notes Priority Collateral that results in the release by the First-Lien Collateral Agent of the Lien held by the First-Lien Collateral Agent on such Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the ABL Facility Documents at the time of such sale, transfer or other disposition), the Lien held by the ABL Facility Collateral Agent on such Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the ABL Obligations shall be entitled to any proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of all First-Priority Lien Obligations, and the Liens on such remaining Proceeds proceeds securing the First-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Representative and each Junior Representatives and other Junior Secured Obligations Secured Parties Collateral Agent agrees to execute and deliver (at the sole cost and expense of the applicable Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any applicable Senior Representative acting on behalf of or the relevant Applicable Senior Secured Obligations Secured Parties Collateral Agent to evidence and confirm any release of Junior Collateral provided for in this Section. (d) If at any time any Grantor or the holder of any Senior Secured Obligations delivers notice to each Junior Collateral Agent that any specified Senior Secured Obligations Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (i) by the owner of such Collateral in a transaction permitted under the First-Priority Lien Obligations Documents and the ABL Facility Documents, or (ii) during the existence of any Event of Default under the ABL Facility, the Cash Flow Facility, the Indenture or any Other First-Priority Lien Obligations Credit Document, as applicable, to the extent the Applicable Senior Collateral Agent has consented to such sale, transfer or disposition, then the Liens in favor of the Junior Secured Obligations Secured Parties upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Senior Secured Obligations Collateral are released and discharged; provided that the proceeds of such sale, transfer or disposition shall be applied in accordance with Section 2.052.01(a). Upon delivery to each Junior Collateral Agent of a notice from the Applicable Senior Collateral Agent stating that any release of Liens securing or supporting the Senior Secured Obligations has become effective (or shall become effective upon each Junior Collateral Agent’s release), each Junior Collateral Agent will promptly execute and deliver such instruments, releases, terminations statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Junior Secured Obligations Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Senior Secured Obligations is released and discharged.

Automatic Release of Junior Liens. (a) Each of The Noteholder Collateral Agent and each other Noteholder Secured Party agree that (i) in the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations event the Credit Facility Secured Parties agrees release their Lien on any Credit Facility Collateral subject to any Noteholder Lien (other than a release in connection with a sale, transfer or other disposition of Credit Facility Collateral, which shall be governed by clause (a)(ii) below), such Noteholder Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Credit Facility Secured Parties, an Event of Default shall then have occurred and be continuing under the Noteholder Documents (provided that any Noteholder Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Noteholder Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Noteholder Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Credit Facility Collateral subject to any RBL Priority Noteholder Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Noteholder Documents at the time of such sale, transfer or other disposition), such Noteholder Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Credit Facility Liens on such Collateral are released and if such sale, transfer or other disposition either (x) is then not prohibited by the Noteholder Documents or (y) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically releasedCollateral; provided that, notwithstanding the foregoing, all Second-Priority that such Noteholder Lien Obligations Secured Parties shall be entitled remain in place with respect to any Proceeds proceeds of a sale, transfer or other disposition under this clause (aa)(ii) that remain after Discharge the satisfaction in full of the First-Priority Lien Credit Facility Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority The Noteholder Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties hereby agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested by the Applicable Collateral Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Noteholder Collateral provided for in this Section; provided that the Noteholder Collateral Agent shall have the right to require an Officers’ Certificate or an Opinion of Counsel (as defined in the Indenture), or both, in accordance with Section 11.04 of the Indenture (unless Section 11.04 of the Indenture provides that an Officers’ Certificate or Opinion of Counsel is not required in connection with any such release, in which case the Noteholder Collateral Agent shall not require such documents) in connection with the execution and delivery of any such release or other instrument (including evidence of the concurrent release of the Credit Facility Lien in respect of the applicable Collateral). The Noteholder Collateral Agent irrevocably constitutes and appoints the Collateral Agent and any officer or agent of the Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Noteholder Collateral Agent, the Trustee or such holder or in the Collateral Agent’s own name, from time to time in the Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 2.05, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 2.05, including any termination statements, endorsements or other instruments of transfer or release; provided that the Collateral Agent shall not utilize the power of attorney granted to it pursuant to this sentence unless (i) the action to be taken is in connection with any sale, transfer or disposition of Collateral and resulting release of Credit Facility Liens and Noteholder Liens in connection with the foreclosure of, or other exercise of remedies with respect to, such Collateral by the Collateral Agent, to the extent that the Noteholder Collateral Agent has not taken the applicable action or executed the applicable documents or instructions within three business days of notice by the Collateral Agent or (ii) the Company or the Collateral Agent shall have delivered written notice to the Noteholder Collateral Agent of the intended release, together with an Opinion of Counsel of the Company in accordance with Section 11.04 of the Indenture and evidence of the concurrent release of the Credit Facility Lien in respect of the applicable Collateral, and either (x) the Noteholder Collateral Agent has not executed such release or other instrument within three business days of such notice or (y) the Noteholder Collateral Agent provides its written consent to the use of such power of attorney with respect to a specified transaction.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, SecondNon-Priority Lien Obligations Representatives ABL Collateral Agent and each other SecondNon-Priority Lien Obligations ABL Secured Parties Party agrees that in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Facility Agent of the Lien held by the Applicable First Lien each Non-ABL Collateral Agent on such RBL ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the SecondNon-Priority Lien Obligations ABL Documents at the time of such sale, transfer or other disposition), the Lien held by the First Lien/Second Lien Intercreditor Agent and each Secondother Non-Lien ABL Collateral Agent on such RBL ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Secondholders of the Non-Priority Lien ABL Obligations Secured Parties shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien ABL Obligations, and the Liens on such remaining Proceeds proceeds securing the SecondNon-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives The ABL Facility Agent and each other First-Priority Lien Obligations ABL Facility Secured Parties Party agrees that in the event of a sale, transfer or other disposition of any Term/Notes Non-ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Non-ABL Priority Collateral that results in the release by the Applicable Second Lien Agent Non-ABL Collateral Agents of the Lien Liens held by the Applicable Second Lien Agent them on such Term/Notes Non-ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations ABL Facility Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien ABL Facility Agent on such Term/Notes Non-ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien ABL Obligations shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Secondall Non-Priority Lien ABL Obligations, and the Liens on such remaining Proceeds proceeds securing the First-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Representative and each Junior Representatives and other Junior Secured Obligations Secured Parties Collateral Agent agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of or the relevant Applicable Senior Secured Obligations Secured Parties Collateral Agent to evidence and confirm any release of Junior Collateral provided for in this Section 2.05Section. (d) If, at any time any Grantor or the holder of any Senior Obligations delivers notice to each Junior Collateral Agent that any specified Senior Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (i) by the owner of such Collateral in a transaction permitted under the Non-ABL Documents and the ABL Facility Documents or (ii) during the existence of any Event of Default under (and as defined in) the applicable Senior Collateral Document to the extent the Senior Collateral Agent has consented to such sale, transfer or disposition, the Liens in favor of the Junior Secured Parties upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Collateral securing Senior Obligations are released and discharged. Upon delivery to each Junior Collateral Agent of a notice from the Senior Collateral Agent stating that any release of Liens securing or supporting the Senior Obligations has become effective (or shall become effective upon each Junior Collateral Agent’s release), each Junior Collateral Agent will promptly execute and deliver such instruments, releases, terminations statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Junior Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as of when, but only to the extent, the guarantee by such Grantor or Subsidiary of Senior Obligations is released and discharged. (e) Notwithstanding any other provisions contained in this Agreement, (i) if a Discharge of ABL Obligations occurs, the Liens on the Collateral securing the Non-ABL Obligations will not be released, except to the extent any ABL-Priority Collateral or any portion thereof was disposed of in order to repay the ABL Obligations secured by such ABL-Priority Collateral or otherwise as permitted under the ABL Facility Documents and the Non-ABL Documents and (ii) if a Discharge of Non-ABL Obligations occurs, the Liens on the Collateral securing the ABL Obligations will not be released, except to the extent any Non-ABL Priority Collateral or any portion thereof was disposed of in order to repay the Non-ABL Obligations secured by such Non-ABL Priority Collateral or otherwise as permitted under the ABL Facility Documents and the Non-ABL Documents.

Automatic Release of Junior Liens. (a) Each The Junior Representative and each other Junior Secured Obligations Secured Party agree to the following with respect to releases of Liens:(1) in the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien event the Senior Secured Obligations Secured Parties agrees release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien (other than a release (x) in connection with a Disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(2) below, or (y) granted following the Payment in Full of the Senior Secured Obligations), such Junior Lien on such Collateral (but not on the proceeds thereof) shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing (or would result therefrom) under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(1) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (2) in the event of a sale, transfer or other disposition Disposition of Senior Secured Obligations Collateral subject to any RBL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Junior Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Junior Documents at the time of such sale, transfer or other dispositionDisposition), the such Junior Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral (but not on the proceeds thereof) shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released; provided, however, that such automatic release shall not apply to any release granted (A) upon or after the Payment in Full of the Senior Secured Obligations or (B) if such Disposition is then prohibited by the Junior Documents and occurs other than in connection with any Enforcement Actions with respect to such Senior Secured Obligations Collateral; and provided further, that the Junior Secured Parties shall retain the right to assert any Event of Default arising under the Junior Documents caused by such Disposition. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically released; provided thatand without further action so long as the requirement that a Senior Lien attach to, notwithstanding or be perfected with respect to, such property or assets is waived by the foregoing, all Second-Priority Lien Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be entitled to any Proceeds of a sale, transfer continuing or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on would result therefrom at such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a)time. (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable The Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05Section.

Automatic Release of Junior Liens. (a) Each of The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien event the Senior Secured Obligations Secured Parties agrees release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) ceases to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any RBL Priority Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Senior Secured Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically releasedCollateral; provided that, notwithstanding the foregoing, all Second-Priority that such Junior Lien Obligations Secured Parties shall be entitled remain in place with respect to any Proceeds proceeds of a sale, transfer or other disposition under this clause (aa)(ii) that remain after Discharge the satisfaction in full of the First-Priority Senior Secured Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien Obligationsattach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the Liens on requirement that a Senior Lien attach to, or be perfected with respect to, such remaining Proceeds securing property or assets is waived by the Second-Priority Lien Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall not have occurred, be automatically released pursuant to this Section 2.05(a)continuing or would result therefrom at such time. (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable The Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives The Notes Collateral Agent and Security Trustee and each other Second-Priority Lien Obligations Noteholder Secured Parties agrees Party agree that in the event of a sale, transfer or other disposition Disposition of Revolving Facility Collateral subject to any RBL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Junior Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Noteholder Documents at the time of such sale, transfer or other dispositionDisposition), the such Junior Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically released; provided that(and, notwithstanding if such Collateral is all of the foregoingequity interests of a Grantor, all Second-Priority Lien Obligations Secured Parties obligations of such Grantor under the Noteholder Documents) shall terminate and be entitled to any Proceeds of a salereleased automatically, transfer or other disposition under this clause (a) that remain after Discharge of unconditionally, simultaneously and without further action if the First-Priority Lien Obligations, and the applicable Senior Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). Collateral (b) Each and, if such Collateral is all of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event equity interests of a saleGrantor, transfer all obligations of such Grantor under the Revolving Facility Documents) are released and if such Disposition either (x) is then not prohibited by the Noteholder Documents or other disposition of any Term/Notes Priority Collateral (y) occurs in connection with (A) a Disposition by a Grantor with the consent of the Collateral Agent and Security Trustee at a time when an Event of Default under the Revolving Facility Documents is continuing or (B) the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Revolving Facility Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not at a time when an Event of Default has occurred and is continuing under the First-Priority Revolving Facility Documents is continuing; provided, that, in the case of a Disposition pursuant to subclause (y) above, the proceeds of any such Disposition received by any Revolving Facility Secured Party shall be applied to repay Revolving Credit Obligations (and, after the commencement of an Enforcement Action and during its continuance, an equal and concomitant permanent reduction of the Commitments); provided, further, that, in the case of a Disposition pursuant to subclause (x) or (y) above, the Junior Lien Obligations Documents at the time shall remain in full force and effect with respect to any proceeds of such sale, transfer or other disposition), Disposition that remain after the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders satisfaction in full of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause Revolving Credit Obligations. (b) that remain after Discharge of the Second-Priority Lien Obligations, The Notes Collateral Agent and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties Security Trustee agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested and provided by the Applicable Collateral Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties and Security Trustee to evidence and confirm any release of Junior Collateral provided for in this Section 2.053.04. Until the Senior Priority Discharge Date, the Notes Collateral Agent and Security Trustee, for itself and on behalf of each other Noteholder Secured Party, hereby appoints the Collateral Agent and Security Trustee, and any officer or agent of the Collateral Agent and Security Trustee as the Collateral Agent and Security Trustee may designate from time to time, with full power of substitution, as the attorney-in-fact of the Notes Collateral Agent and Security Trustee and each Noteholder Secured Party for the purpose of entering into any such release and other instruments and carrying out the provisions of this Section 3.04, which appointment is irrevocable and coupled with an interest.

Automatic Release of Junior Liens. (a) Each The Junior Representative and each other Junior Secured Obligations Secured Party agree to the following with respect to releases of Liens: (1) in the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien event the Senior Secured Obligations Secured Parties agrees release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien (other than a release (x) in connection with a Disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(2) below, or (y) granted following the Payment in Full of the Senior Secured Obligations), such Junior Lien on such Collateral (but not on the proceeds thereof) shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing (or would result therefrom) under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(1) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (2) in the event of a sale, transfer or other disposition Disposition of Senior Secured Obligations Collateral subject to any RBL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Junior Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Junior Documents at the time of such sale, transfer or other dispositionDisposition), the such Junior Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral (but not on the proceeds thereof) shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released; provided, however, that such automatic release shall not apply to any release granted (A) upon or after the Payment in Full of the Senior Secured Obligations or (B) if such Disposition is then prohibited by the Junior Documents and occurs other than in connection with any Enforcement Actions with respect to such Senior Secured Obligations Collateral; and provided further, that the Junior Secured Parties shall retain the right to assert any Event of Default arising under the Junior Documents caused by such Disposition. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically released; provided thatand without further action so long as the requirement that a Senior Lien attach to, notwithstanding or be perfected with respect to, such property or assets is waived by the foregoing, all Second-Priority Lien Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be entitled to any Proceeds of a sale, transfer continuing or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on would result therefrom at such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a)time. (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable The Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05Section.

Automatic Release of Junior Liens. (a) Each of The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien event the Senior Secured Obligations Secured Parties agrees release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any RBL Priority Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (x) is then not prohibited by the Junior Documents or (y) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Senior Secured Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically releasedCollateral; provided that, notwithstanding the foregoing, all Second-Priority that such Junior Lien Obligations Secured Parties shall be entitled remain in place with respect to any Proceeds proceeds of a sale, transfer or other disposition under this clause (aa)(ii) that remain after Discharge the satisfaction in full of the First-Priority Lien Senior Secured Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable The Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05Section.

Automatic Release of Junior Liens. (a) Each of The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien event the Senior Secured Obligations Secured Parties agrees release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any RBL Priority Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Senior Secured Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically releasedCollateral; provided that, notwithstanding the foregoing, all Second-Priority that such Junior Lien Obligations Secured Parties shall be entitled remain in place with respect to any Proceeds proceeds of a sale, transfer or other disposition under this clause (aa)(ii) that remain after Discharge the satisfaction in full of the First-Priority Senior Secured Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien Obligationsattach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the Liens on requirement that a Senior Lien attach to, or be perfected with respect to, such remaining Proceeds securing property or assets is waived by the Second-Priority Lien Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall not have occurred, be automatically released pursuant to this Section 2.05(a)continuing or would result therefrom at such time. (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable The Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05Section.

Automatic Release of Junior Liens. (a) Each of the Applicable Second The Parity Lien AgentCollateral Trustee and each other Parity Lien Secured Party agrees that, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral or pursuant to a sale of ABL Priority Collateral under Section 363 of the Bankruptcy Code consented to by the ABL Facility Collateral Agent (including any sale or disposition conducted by the Issuers or any Note Guarantor at the direction or with the consent of the ABL Facility Collateral Agent following an Event of Default under the ABL Credit Agreement) that results in the release by the Applicable First Lien ABL Facility Collateral Agent of the Lien held by the Applicable First Lien ABL Facility Collateral Agent on such RBL ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Parity Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-the Parity Lien Collateral Agent Trustee and each other Parity Lien Secured Party on such RBL ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority holders of the Parity Lien Obligations Secured Parties shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien ABL Obligations, and the Liens on such remaining Proceeds proceeds securing the Second-Priority Parity Lien Obligations shall not be automatically released pursuant to this Section 2.05(a2.06(a). (b) Each of the Applicable First Lien AgentThe ABL Facility Collateral Agent and each other ABL Facility Secured Party agrees that, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral or pursuant to a sale of Notes Priority Collateral under Section 363 of the Bankruptcy Code consented to by the Parity Lien Collateral Trustee that results in the release by the Applicable Second Parity Lien Agent Collateral Trustee and the other Parity Lien Secured Parties of the Lien held by the Applicable Second Lien Agent them on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations ABL Facility Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien ABL Facility Collateral Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien ABL Obligations shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority all Parity Lien Obligations, and the Liens on such remaining Proceeds proceeds securing the First-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(b2.06(b). (c) Each of the Applicable Junior Agent, Representative and each Junior Representatives and other Junior Secured Obligations Secured Parties Collateral Agent agrees to execute and deliver (at the sole cost and expense of the applicable Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any applicable Senior Representative acting on behalf of or the relevant Applicable Senior Secured Obligations Secured Parties Collateral Agent to evidence and confirm any release of Junior Collateral provided for in this Section 2.05Section. (d) If at any time any Grantor or the holder of any Senior Obligations delivers notice to each Junior Collateral Agent that any specified Senior Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of by the owner of such Collateral in a transaction permitted under the Parity Lien Documents and the ABL Facility Documents, to the extent the Applicable Senior Collateral Agent has consented to such sale, transfer or disposition, then the Liens in favor of the Junior Secured Parties upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Senior Collateral are released and discharged. Upon delivery to each Junior Collateral Agent of a notice from the Applicable Senior Collateral Agent stating that any release of Liens securing or supporting the Senior Obligations has become effective (or shall become effective upon each Junior Collateral Agent’s release), each Junior Collateral Agent will promptly execute and deliver such instruments, releases, terminations statements or other documents confirming such release on customary terms.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any RBL Priority Common Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Common Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Common Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Priority Lien Collateral Obligations Agent on such RBL Priority Common Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Second Lien Agent, FirstSecond-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable First Lien Agent or any Senior First-Priority Lien Obligations Representative acting on behalf of the relevant Senior Secured First-Priority Lien Obligations Secured Parties to evidence and confirm any release of Junior Common Collateral provided for in this Section 2.05.

Automatic Release of Junior Liens. (a) Each of The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien event the Senior Secured Obligations Secured Parties agrees release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any RBL Priority Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Senior Secured Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically releasedCollateral; provided that, notwithstanding the foregoing, all Second-Priority that such Junior Lien Obligations Secured Parties shall be entitled remain in place with respect to any Proceeds proceeds of a sale, transfer or other disposition under this clause (aa)(ii) that remain after Discharge the satisfaction in full of the First-Priority Senior Secured Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien Obligationsattach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the Liens on requirement that a Senior Lien attach to, or be perfected with respect to, such remaining Proceeds securing property or assets is waived by the Second-Priority Lien Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall not have occurred, be automatically released pursuant to this Section 2.05(a)continuing or would result therefrom at such time. (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable The Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, SecondFirst-Priority Lien Obligations Representatives Representative and each other SecondFirst-Priority Lien Obligations Secured Parties Party agrees that that, in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Facility Collateral Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien ABL Facility Collateral Agent on such RBL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First First-Lien Agent on such Term/Notes ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (ba) that remain after Discharge of the SecondABL Obligations, and the Liens on such remaining proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) The ABL Facility Collateral Agent and each other ABL Facility Secured Party agrees that, in the event of a sale, transfer or other disposition of any Term Loan Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term Loan Priority Collateral that results in the release by the Applicable First-Lien Agent of the Lien held by the Applicable First-Lien Agent on such Term Loan Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the ABL Facility Documents at the time of such sale, transfer or other disposition), the Lien held by the ABL Facility Collateral Agent on such Term Loan Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the ABL Obligations shall be entitled to any proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of all First-Priority Lien Obligations, and the Liens on such remaining Proceeds proceeds securing the First-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Representative and each Junior Representatives and other Junior Secured Obligations Secured Parties Collateral Agent agrees to execute and deliver (at the sole cost and expense of the applicable Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any applicable Senior Representative acting on behalf of or the relevant Applicable Senior Secured Obligations Secured Parties Collateral Agent to evidence and confirm any release of Junior Collateral provided for in this Section. (d) If at any time any Grantor or the holder of any Senior Secured Obligations delivers notice to each Junior Collateral Agent that any specified Senior Secured Obligations Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (i) by the owner of such Collateral in a transaction permitted under the First-Priority Lien Obligations Documents and the ABL Facility Documents, or (ii) during the existence of any Event of Default under the ABL Facility, the First-Lien Credit Agreement or any Other First-Priority Lien Obligations Credit Document, as applicable, to the extent the Applicable Senior Collateral Agent has consented to such sale, transfer or disposition, then the Liens in favor of the Junior Secured Obligations Secured Parties upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Senior Secured Obligations Collateral are released and discharged; provided that the proceeds of such sale, transfer or disposition shall be applied in accordance with Section 2.052.01(a). Upon delivery to each Junior Collateral Agent of a notice from the Applicable Senior Collateral Agent stating that any release of Liens securing or supporting the Senior Secured Obligations has become effective (or shall become effective upon each Junior Collateral Agent’s release), each Junior Collateral Agent will promptly execute and deliver such instruments, releases, terminations statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Junior Secured Obligations Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Senior Secured Obligations is released and discharged.

Automatic Release of Junior Liens. (a) Each The First Lien/Junior Lien Intercreditor Representative, for itself and on behalf of the Applicable Second Lien Agent, SecondNon-Priority Lien Obligations Representatives and other Second-Priority Lien ABL Obligations Secured Parties Parties, agrees that in the event of a sale, transfer or other disposition Disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies (including the sale, transfer or other disposition by the Company or any Pledgor after an event of default under the ABL Facility with the consent of the ABL Facility Collateral Agent) with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien Agent of the Lien Liens held by the Applicable First Lien Agent ABL Obligations Representative and/or any other ABL Obligations Secured Party on such RBL ABL Priority Collateral (regardless of whether or not an Event event of Default default has occurred and is continuing under the Secondany Non-Priority Lien ABL Obligations Documents Document at the time of such sale, transfer or other dispositionDisposition), the Lien Liens on such ABL Priority Collateral held by each Secondthe applicable First Lien Obligations Representatives, the applicable Junior Lien Obligations Representatives or any other Non-Lien Collateral Agent on such RBL Priority Collateral ABL Obligations Secured Party shall be automatically released; provided thatprovided, that notwithstanding the foregoing, all Second-Priority (A) until the Discharge of the First Lien Obligations has occurred, the First Lien Obligations Secured Parties shall be entitled to a Lien on and any Proceeds proceeds of a sale, transfer or other disposition Disposition under this clause (a) that remain after Discharge of the First-Priority Lien ABL Obligations, (B) until the Discharge of the Junior Lien Obligations has occurred, the Junior Lien Obligations Secured Parties shall be entitled to a Lien on and any proceeds of a Disposition under this clause (a) that remain after Discharge of the ABL Obligations and after Discharge of the First Lien Obligation and (C) the Liens on such remaining Proceeds proceeds securing the SecondNon-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(a2.6(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Collateral provided for in this Section 2.05.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives The Indenture Agent and each other Second-Priority Lien Obligations Indenture Secured Parties agrees Party agree that in the event of a sale, transfer or other disposition Disposition of Credit Facility Collateral subject to any Junior Lien to a Person that is not an affiliate of any RBL Priority Grantor (regardless of whether or not an Event of Default has occurred and is continuing under the Indenture Documents at the time of such Disposition), such Junior Lien on such Collateral (and, if such Collateral is all of the equity interests of a Grantor, all obligations of such Grantor under the Indenture Documents) shall terminate and be released automatically, unconditionally, simultaneously and without further action if the applicable Senior Liens on such Collateral (and, if such Collateral is all of the equity interests of a Grantor, all obligations of such Grantor under the Credit Facility Documents) are released and if such Disposition either (x) is then not prohibited by the Indenture Documents or (y) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results Credit Facility Collateral; provided, that, in the release case of a Disposition pursuant to subclause (y) above, the proceeds of any such Disposition received by any Credit Facility Secured Party shall be applied to repay First Priority Claims in accordance with Section 4.01; provided, further, that, in the Applicable First case of a Disposition pursuant to subclause (x) or (y) above, the Junior Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred shall remain in full force and is continuing under the Second-Priority Lien Obligations Documents at the time effect with respect to any proceeds of such sale, transfer or other disposition), the Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) Disposition that remain after Discharge the satisfaction in full of the First-First Priority Lien Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a)Claims. (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives and other First-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral that results in the release by the Applicable Second Lien The Indenture Agent of the Lien held by the Applicable Second Lien Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by the Applicable First Lien Agent on such Term/Notes Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all holders of the First-Priority Lien Obligations shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (b) that remain after Discharge of the Second-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the First-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Parties agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations releases and other instruments as shall reasonably be requested by the Applicable Administrative Agent or any Senior Representative acting on behalf of the relevant Senior Secured Obligations Secured Parties to evidence and confirm any release of Junior Credit Facility Collateral provided for in this Section 2.053.04. In the event of the failure of the Indenture Agent or any Indenture Secured Party to deliver any such release to the Administrative Agent within two (2) Business Days after receipt of written request therefor from the Administrative Agent, the Administrative Agent and any of its officers or agents are hereby irrevocably authorized to enter into any such release or instrument to carry out the provisions of this Section 3.04(b) and the Indenture Agent hereby irrevocably appoints the Administrative Agent as the lawful attorney in fact of the Indenture Agent and Indenture Secured Parties solely for the purpose of entering into such releases in the name of the Indenture Agent or any Indenture Secured Party.

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, Second-Priority Senior Secured Lien Obligations Representatives Representative and each other Second-Priority Senior Secured Lien Obligations Secured Parties Party agrees that in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral or otherwise that results in the release by the Applicable First Lien ABL Facility Collateral Agent of the Lien held by the Applicable First Lien ABL Facility Collateral Agent on such RBL ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Senior Secured Lien Obligations Documents at the time of such sale, transfer or other disposition, including any such sale, transfer or other disposition of any ABL Priority Collateral by any Grantor to the extent permitted by the ABL Facility Documents or otherwise with the consent of, or at the direction of, the ABL Facility Collateral Agent), the Lien held by each Second-Lien other Collateral Agent on such RBL ABL Priority Collateral shall be automatically released; provided provided, however, that, notwithstanding the foregoing, all Second-Priority holders of the Senior Secured Lien Obligations Secured Parties shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien ABL Obligations, and the Liens on such remaining Proceeds proceeds securing the Second-Priority Senior Secured Lien Obligations shall not be automatically released pursuant to this Section 2.05(a). (b) Each of the Applicable First Lien Agent, First-Priority Lien Obligations Representatives The ABL Facility Collateral Agent and each other First-Priority Lien Obligations ABL Facility Secured Parties Party agrees that in the event of a sale, transfer or other disposition of any Term/Notes Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Term/Notes Priority Collateral or otherwise that results in the release by the Applicable Second Senior Secured Lien Collateral Agent of the Lien held by the Applicable Second Senior Secured Lien Collateral Agent on such Term/Notes Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the First-Priority Lien Obligations ABL Facility Documents at the time of such sale, transfer or other disposition, including any such sale, transfer or other disposition of any Notes Priority Collateral by any Grantor to the extent permitted by the Senior Secured Lien Obligations Documents or otherwise with the consent of, or at the direction of, the Applicable Senior Secured Lien Collateral Agent), the Lien held by the Applicable First Lien each other Collateral Agent on such Term/Notes Priority Collateral shall be automatically released; provided provided, however, that, notwithstanding the foregoing, all holders of the First-Priority Lien ABL Obligations shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (ba) that remain after Discharge of the Second-Priority entire Class of Senior Secured Lien Obligations, and the Liens on such remaining Proceeds proceeds securing the First-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(b). (c) Each of the Applicable Junior Agent, Representative and each Junior Representatives and other Junior Secured Obligations Secured Parties Collateral Agent agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent or any Senior Representative acting on behalf of or the relevant Senior Secured Obligations Secured Parties Applicable Collateral Agent to evidence and confirm any release of Junior Collateral provided for in this Section 2.05Section.