Common use of Automatic Release of Liens; Amendments to First Lien Security Documents Clause in Contracts

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement)), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties of all Classes, will automatically be released and discharged; provided that any Proceeds realized therefrom shall be applied pursuant to Section 2.01(b). Each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that (i) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification is permitted by the terms of the First Lien Credit Documents of each Class and (ii) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document solely as such First Lien Security Document relates to First Lien Obligations of a particular Class so long as (A) such amendment or modification is in accordance with the First Lien Credit Documents of such Class and (B) such amendment or modification does not adversely affect the interests of the Secured Parties of any other Class. Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything (a) If at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the contrary Collateral Agent in the First Lien Credit Documents or First Lien Security Documents (but subject to accordance with the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit this Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement)), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and dischargeddischarged upon final conclusion of foreclosure proceeding; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification amendment, subject to clause (d) below, is permitted by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release Liens securing such Series of a particular Class First Lien Obligations) so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First Lien Security Document is permitted by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of Intermediate Holdings stating in good faith that such amendment is permitted by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything (a) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the contrary Collateral Agent in the First Lien Credit Documents or First Lien Security Documents (but subject to accordance with the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit this Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement)), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and dischargeddischarged upon final conclusion of foreclosure proceeding; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification amendment, subject to clause (d) below, is permitted by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release Liens securing such Series of a particular Class First Lien Obligations) so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First Lien Security Document is permitted by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Company stating in good faith that such amendment is permitted by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereofCollateral, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document Document, so long as the Collateral Agent receives a certificate of the Company Xxxxxxx stating that such amendment or other modification is permitted by the terms of each then extant Secured Credit Document and Xxxxxxx or the Collateral Agent gives notice thereof to each Authorized Representative. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations of a particular Class so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Authorized Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereofCommon Collateral, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agents for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Common Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Common Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Term Loan Collateral Agent, the Notes Collateral Agent and each Additional Collateral Agent may enter into any amendment or other modification (and, upon request by the Authorized Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification amendment, subject to clause (d) below, is permitted by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of Secured Party agrees that the Term Loan Collateral Agent, the Notes Collateral Agent and each Class and (ii) the Additional Collateral Agent may enter into any amendment or other modification (and, upon request by the Authorized Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release Liens securing such Series of a particular Class First Lien Obligations) so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Authorized Collateral Agent to evidence and confirm any release of Shared Common Collateral or amendment or modification to any First Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First Lien Security Document is permitted by this Section 2.04, a Collateral Agent may conclusively rely on a certificate of an officer of the Company stating that such amendment is permitted by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement)), if If at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document Document, so long as the Collateral Agent receives a certificate of the Company U.S. Borrower stating that such amendment or other modification is permitted by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations of a particular Class so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document Document, so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification is permitted by the terms of each then extant Secured Credit Document (and the Collateral Agent may conclusively rely on any such certificate). Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations of a particular Class so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class and Obligations was incurred, (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series and (z) the Collateral Agent receives a certificate of the Company stating that such amendment is permitted by the terms of each then extant Secured Credit Document (and the Collateral Agent may conclusively rely on any such certificate). (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First-Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First-Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification to any First First-Lien Security Document (including, without limitation, to release any Liens securing any Series of First-Lien Obligations), so long as the Collateral Agent receives a certificate of an officer of the Company stating that such amendment or other modification is permitted by the terms of the First each then extant Secured Credit Document. Additionally, each First-Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification to any First First-Lien Security Document solely as such First First-Lien Security Document relates to First a particular Series of First-Lien Obligations (including, without limitation, to release any Liens securing such Series of a particular Class First-Lien Obligations), so long as (Ax) such amendment or modification is in accordance with the First Secured Credit Document pursuant to which such Series of First-Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First-Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent or the Company to evidence and confirm any release of Shared Collateral or amendment or modification to any First First-Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First-Lien Security Document is permitted by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Company stating that such amendment is permitted by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. (a) Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 11.02 of the Credit Agreement Indenture in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit AgreementIndenture) from the Liens of the Security Documents (as defined in the Credit Agreement)Documents), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties of all Classes, will automatically be released and discharged; provided that any Proceeds realized therefrom shall be applied pursuant to Section 2.01(b). . (b) Each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that (i) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document so long as the Collateral Agent receives a certificate of the Company Issuer stating that such amendment or other modification is permitted by the terms of the First Lien Credit Documents of each Class and (ii) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document solely as such First Lien Security Document relates to First Lien Obligations of a particular Class so long as (A) such amendment or modification is in accordance with the First Lien Credit Documents of such Class and (B) such amendment or modification does not adversely affect the interests of the Secured Parties of any other Class. . (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereofCollateral, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on upon such Shared Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties of all Classes, will automatically be released and dischargeddischarged concurrently with the consummation of the sale or other transfer of value of such Shared Collateral; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document Document, so long as such amendment is effected in accordance with such First Lien Security Document and the Collateral Agent receives a certificate of the Company Initial Borrower stating that such amendment or other modification is permitted by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations of a particular Class so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. (a) Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement))Documents, if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties of all Classes, will automatically be released and discharged; provided that any Proceeds realized therefrom shall be applied pursuant to Section 2.01(b). . (b) Each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that (i) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification is permitted by the terms of the First Lien Credit Documents of each Class and (ii) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document solely as such First Lien Security Document relates to First Lien Obligations of a particular Class so long as (A) such amendment or modification is in accordance with the First Lien Credit Documents of such Class and (B) such amendment or modification does not adversely affect the interests of the Secured Parties of any other Class. . (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything (a) If at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the contrary Collateral Agent in the First Lien Credit Documents or First Lien Security Documents (but subject to accordance with the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit this Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement)), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and dischargeddischarged upon final conclusion of foreclosure proceeding; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification amendment, subject to clause (d) below, is permitted by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release Liens securing such Series of a particular Class First Lien Obligations) so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First Lien Security Document is permitted by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Issuer stating in good faith that such amendment is permitted by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything (a) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the contrary Collateral Agent in the First Lien Credit Documents or First Lien Security Documents (but subject to accordance with the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit this Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement)), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and dischargeddischarged upon final conclusion of foreclosure proceeding; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification amendment, subject to clause (d) below, is permitted by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release Liens securing such Series of a particular Class First Lien Obligations) so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First Lien Security Document is permitted by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Company stating that such amendment is permitted by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with the enforcement by the Collateral Agent forecloses upon of its Liens in, or otherwise exercises rightsremedies in respect of, remedies and powers against any such Shared Collateral resulting in a disposition thereofCollateral, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and dischargeddischarged upon the consummation of such disposition; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b)2.01 hereof. Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification amendment, subject to clause (d) below, is permitted not prohibited by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release Liens securing such Series of a particular Class First Lien Obligations) so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests rights of the First Lien Secured Parties of any other ClassSeries. Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section. In determining whether an amendment to any First Lien Security Document is not prohibited by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Borrower stating that such amendment is not prohibited by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document Document, so long as the Collateral Agent receives a certificate of the Company Parent Borrower stating that such amendment or other modification is permitted by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations of a particular Class so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement)), if If at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereofCollateral, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each First Lien Secured Party (by accepting the benefits of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, acknowledges and this Agreement) agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document Document, so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification is permitted by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents Secured Party (by accepting the benefits of each Class and (iithis Agreement) agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations of a particular Class so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. (i) Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement)), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties of all Classes, will automatically be released and discharged; provided that any Proceeds realized therefrom shall be applied pursuant to Section 2.01(b). . (ii) Each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that (i) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification is permitted by the terms of the First Lien Credit Documents of each Class and (ii) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document solely as such First Lien Security Document relates to First Lien Obligations of a particular Class so long as (A) such amendment or modification is in accordance with the First Lien Credit Documents of such Class and (B) such amendment or modification does not adversely affect the interests of the Secured Parties of any other Class. . (iii) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with the enforcement by the Collateral Agent forecloses upon of its Liens in, or otherwise exercises rightsremedies in respect of, remedies and powers against any such Shared Collateral resulting in a disposition thereofCollateral, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and dischargeddischarged upon the consummation of such disposition; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification amendment, subject to clause (d) below, is permitted not prohibited by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release Liens securing such Series of a particular Class First Lien Obligations) so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests rights of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First Lien Security Document is not prohibited by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Borrower stating that such amendment is not prohibited by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything (a) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the contrary Controlling Collateral Agent in the First Lien Credit Documents or First Lien Security Documents (but subject to accordance with the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit this Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement)), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of each other Authorized Representative for the benefit of each Series of First Lien Secured Parties upon such Shared Collateral will automatically be released and discharged as and when, but only to the extent, such Liens of the Controlling Collateral Agent on such Shared Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties of all Classes, will automatically be are released and discharged; provided that (i) the Liens in favor of each Authorized Representative for the benefit of each related Series of First Lien Secured Parties attach to any such Proceeds of such sale or disposition with the same priority vis-à-vis all the other First Lien Secured Parties as existed prior to the commencement of such sale or other disposition, and any such Liens shall remain subject to the terms of this Agreement until application thereof pursuant to Section 2.01 and shall be released and discharged upon the final conclusion of any foreclosure proceeding and (ii) any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that (i) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification is permitted by the terms of the First Lien Credit Documents of each Class and (ii) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document solely as such First Lien Security Document relates to First Lien Obligations of a particular Class so long as (A) such amendment or modification is in accordance with the First Lien Credit Documents of such Class and (B) such amendment or modification does not adversely affect the interests of the Secured Parties of any other Class. Each Non-Controlling Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Controlling Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section. (c) Without the prior written consent of the Credit Agreement Collateral Agent, the Initial Other Authorized Representative agrees that no Other Security Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Other Security Document would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement. (d) Without the prior written consent of the Initial Other Authorized Representative, the Credit Agreement Collateral Agent agrees that no Credit Agreement Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Credit Agreement Collateral Document would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement. (e) In making determinations required by this Section 2.04, each Authorized Representative may conclusively rely on a certificate of an authorized officer of the Borrower stating that such amendment is permitted by Section 2.04(c) or (d), as the case may be. (f) Each Authorized Representative that is not the Controlling Collateral Agent, for itself and on behalf of the First Lien Secured Parties of the Series for whom it is acting, hereby irrevocably appoints the Controlling Collateral Agent and any officer or agent of the Controlling Collateral Agent, which appointment is coupled with an interest with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Authorized Representative or First Lien Secured Party, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to evidence and confirm any release of Shared Collateral provided for in this Section 2.04.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Collateral Applicable Security Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral in accordance with this Agreement resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, other Security Agents for the benefit of the each Series of First-Lien Secured Parties of all Classes, Creditors upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First-Lien Secured Parties, acknowledges and Creditor agrees that (i) the Collateral Applicable Security Agent may enter into any amendment or other modification to any First First-Lien Security Document (including, without limitation, to release any Liens securing any Series of First-Lien Obligations), so long as the Collateral each Security Agent receives a certificate of an Authorized Officer of the Company stating that such amendment or other modification is permitted by the terms of each then extant Secured Credit Document. Additionally, each First-Lien Secured Creditor agrees that the First Lien Credit Documents of each Class and (ii) the Collateral Applicable Security Agent may enter into any amendment or other modification to any First First-Lien Security Document solely as such First First-Lien Security Document relates to First a particular Series of First-Lien Obligations (including, without limitation, to release any Liens securing such Series of a particular Class First-Lien Obligations), so long as (Ax) such amendment or modification is in accordance with the First Lien Secured Credit Documents pursuant to which such Series of such Class First-Lien Obligations were incurred and (By) such amendment or modification does not adversely affect the interests of the First-Lien Secured Parties Creditors of any other Class. Series in any material respect. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Applicable Security Agent or the Company to evidence and confirm any release of Shared Collateral or amendment or modification to any First First-Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First-Lien Security Document is permitted by this Section 2.04, the Applicable Security Agent may conclusively rely on a certificate of an officer of the Company stating that such amendment is permitted by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything (a) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the contrary Collateral Agent in the First Lien Credit Documents or First Lien Security Documents (but subject to accordance with the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit this Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement)), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and dischargeddischarged upon final conclusion of foreclosure proceeding; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification amendment, subject to clause (d) below, is permitted by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release Liens securing such Series of a particular Class First Lien Obligations) so long as (Ai) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (Bii) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First Lien Security Document is permitted by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Borrower stating that such amendment is permitted by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself First Lien Secured Party authorizes and on behalf of its Related Secured Parties, acknowledges and agrees that (i) directs the Collateral Agent may to enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document so long as upon receipt by the Collateral Agent receives of a certificate of the Company Issuer stating that such amendment or other modification is permitted by the terms of the each then extant Secured Debt Document. Additionally, each First Lien Credit Documents of each Class Secured Party authorizes and (ii) directs the Collateral Agent may to enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations of a particular Class so long as (Ax) such amendment or modification is in accordance with the Secured Debt Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral in accordance with the terms of the applicable Senior Credit Documents resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First-Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First-Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification to any First First-Lien Security Document (including, without limitation, to release any Liens securing any Series of First-Lien Obligations), so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification is permitted by the terms of the First each then extant Secured Credit Document. Additionally, each First-Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification to any First First-Lien Security Document solely as such First First-Lien Security Document relates to First a particular Series of First-Lien Obligations (including, without limitation, to release any Liens securing such Series of a particular Class First-Lien Obligations), so long as (Ax) such amendment or modification is in accordance with the First Secured Credit Document pursuant to which such Series of First-Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First-Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmationsamendments to applicable First-Lien Security Documents, authorizations and other instruments as shall reasonably be requested by the Collateral Agent or the Company to evidence and confirm any release of Shared Collateral or amendment or modification to any First First-Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First-Lien Security Document is permitted by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Company stating that such amendment is permitted by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the any Collateral Agent (at the instruction of the Applicable Authorized Representative) forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the each relevant Collateral Agent, Agent for the benefit of the each Series of First-Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that (x) any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). Each 2.01 and (y) such Collateral Agent shall provide notice of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that (i) the commencement of any such enforcement action with respect to Shared Collateral; (ii) any such sale or disposition and (iii) any such release of Shared Collateral to each other Collateral Agent party hereto. (b) Each First-Lien Secured Party agrees that any Collateral Agent may enter into any amendment or other modification to any First First-Lien Security Document (including, without limitation, to release any Liens securing any Series of First-Lien Obligations), so long as the such Collateral Agent receives a certificate of an officer of the Company stating that such amendment or other modification is permitted by the terms of the First each then extant Secured Credit Document. Additionally, each First-Lien Credit Documents of each Class and (ii) the Secured Party agrees that any Collateral Agent may enter into any amendment or other modification to any First First-Lien Security Document solely as such First First-Lien Security Document relates to First a particular Series of First-Lien Obligations (including, without limitation, to release any Liens securing such Series of a particular Class First-Lien Obligations), so long as (Ax) such amendment or modification is in accordance with the First Secured Credit Document pursuant to which such Series of First-Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First-Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the any Collateral Agent or the Company to evidence and confirm any release of Shared Collateral or amendment or modification to any First First-Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First-Lien Security Document is permitted by this Section 2.04, each Collateral Agent may conclusively rely on a certificate of an officer of the Company stating that such amendment is permitted by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything (a) If, at any time, (i) the Borrower or any other Grantor delivers notice to the contrary in the First Lien Credit Documents Applicable Authorized Representatives that any Shared Collateral is sold, transferred or First Lien Security Documents otherwise disposed of (but subject to the provisions of Section 9.02 of the Credit Agreement including for such purpose, in the case of the sale of equity interests in any subsidiary, any Shared Collateral held by such subsidiary or any direct or indirect subsidiary thereof) or any other release of all Shared Collateral has occurred under and as permitted by the First Lien Credit Agreement and each Additional First Lien Document, or substantially all of (ii) the “Collateral” (as defined in the Credit Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement)), if at any time the Collateral Agent Applicable Authorized Representative forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agentother Authorized Representatives (and the guaranty granted by any Guarantor that, as a result of such sale or disposition, is no longer a Subsidiary of Holdings), for the benefit of the each Series of First Lien Secured Parties of all ClassesParties, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01(a) hereof. (b) Each of the Non-Controlling Authorized RepresentativesRepresentative agrees, for itself and on behalf of itself and its Related respective Non-Controlling Secured Parties, acknowledges and agrees that it will not oppose any sale consented to by the Applicable Authorized Representative of any Shared Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency or Liquidation Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws); provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(a) hereof. (c) If, at any time the Applicable Authorized Representative (i) executes, on commercial terms, subordination, non-disturbance, attornment and estoppel agreements with tenants in properties owned or leased by Holdings and the Restricted Subsidiaries, then each other Authorized Representative shall, upon written request and at the expense of the Borrower, promptly subordinate its Lien in such Shared Collateral Agent may or enter into non-disturbance, attornment and estoppel agreements on the same terms and pursuant to the documents substantially in the same form as the documents executed by the Applicable Authorized Representative in connection therewith. Each First Lien Secured Party agrees that if the Applicable Authorized Representative enters into any amendment or other modification to any First Lien Security Document so long as relating to the Collateral Agent receives a certificate Series of First Lien Obligations for which the Company stating that such amendment or Applicable Authorized Representative is acting, the Borrower may require each other modification is permitted by the terms of Authorized Representative to enter into corresponding amendments to the First Lien Credit Security Documents governing the Series of each Class and (ii) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document solely as such First Lien Security Document relates to First Lien Obligations of a particular Class for which such Authorized Representative is acting so long as (Aw) the effect of such amendment or modification is in accordance amendments are consistent with the effect to the First Lien Security Documents for the Series of First Lien Obligations for which the Applicable Authorized Representative is acting, (y) the effect of such amendment is not to release or subordinate the Liens securing such Series of First Lien Obligations and is otherwise not adverse to the holders of such Series of First Lien Obligations (except to the extent already permitted by the Secured Credit Documents governing such Series of such Class First Lien Obligations) and (Bz) such amendment or modification does not adversely affect the interests Borrower delivers a certificate of an executive officer of the Secured Parties Borrower to such Authorized Representative stating that the requirements of any other Class. this sentence have been satisfied. (d) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consentsauthorizations, confirmationslien releases, authorizations terminations and other instruments and to return to the Grantors any possessory collateral as shall reasonably be requested by the Collateral Agent Applicable Authorized Representative to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting Collateral, and in a disposition thereofconnection therewith determines to release any Liens over such Shared Collateral, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document Document, so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification is permitted by the terms of the each then extant First Lien Credit Documents of Document. Additionally, each Class and (ii) First Lien Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations of a particular Class so long as (Ax) such amendment or modification is in accordance with the First Lien Credit Documents Document pursuant to which such Series of such Class First Lien Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereofCollateral, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document Document, so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification is permitted by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations of a particular Class so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreementa) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time the Controlling Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the each Collateral Agent, Agent for the benefit of the each Series of First-Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and discharged; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First-Lien Secured Parties, acknowledges and Party agrees that (i) the each Collateral Agent may enter into any amendment or other modification to any First First-Lien Security Document (including, without limitation, to NEWYORK 9306599 (2K) release any Liens securing any Series of First-Lien Obligations), so long as the such Collateral Agent receives a certificate of an officer of the Company stating that such amendment or other modification is permitted by the terms of the First each then extant Secured Credit Document. Additionally, each First- Lien Credit Documents of Secured Party agrees that each Class and (ii) the Collateral Agent may enter into any amendment or other modification to any First First- Lien Security Document solely as such First First-Lien Security Document relates to First a particular Series of First-Lien Obligations (including, without limitation, to release any Liens securing such Series of a particular Class First-Lien Obligations), so long as (Ax) such amendment or modification is in accordance with the First Secured Credit Document pursuant to which such Series of First-Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests of the First-Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative Collateral Agent agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Controlling Collateral Agent or the Company to evidence and confirm any release of Shared Collateral or amendment or modification to any First First-Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First-Lien Security Document is permitted by this Section 2.04, each Collateral Agent may conclusively rely on a certificate of an officer of the Company stating that such amendment is permitted by Section 2.04(b) above.

Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything (a) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the contrary Collateral Agent in the First Lien Credit Documents or First Lien Security Documents (but subject to accordance with the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit this Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement)), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and dischargeddischarged upon final conclusion of foreclosure proceeding; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b). 2.01 hereof. (b) Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification amendment, subject to clause (d) below, is permitted not prohibited by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release Liens securing such Series of a particular Class First Lien Obligations) so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests rights of the First Lien Secured Parties of any other Class. Series. (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section. (d) In determining whether an amendment to any First Lien Security Document is not prohibited by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Company stating that such amendment is not prohibited by Section 2.04(b) above.