Common use of Automatic Release of Second Priority Liens Clause in Contracts

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents other than pursuant to an Enforcement Action or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateralan Enforcement Action, the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Administrative Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, (i) in the case of a Disposition of Collateral (other than any such Disposition in connection with an Enforcement Action taken in connection with the enforcement or exercise of any rights or remedies First Lien Obligations with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement (other than solely as the result of the existence of a default or event of default under the Second Lien Loan Documents), and (ii) any proceeds received from such Disposition in connection with an Enforcement Action taken in connection with the First Lien Obligations with respect to the Collateral shall be applied by the First Lien Administrative Agent to the First Lien Obligations and permanently reduce the Borrowing Base with respect to the First Lien Obligations to the extent required by the First Lien Credit Agreement. (b) In Except in connection with any Disposition of any Collateral permitted under the terms of the Loan Documents, in the event that the sum of (i) the aggregate principal amount of the loans, loans and letters of credit and unused revolving credit commitments outstanding under the First Lien Loan DocumentsCredit Agreement, plus (ii) the Credit Exposure under Lender Swap Agreements, at any time, is less than 1525% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, loans and letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Administrative Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 3.4 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Priority Agent, for itself and on behalf of the other First Lien Priority Secured PartiesParty, (x) releases any of the First Priority Liens, or (y) releases any Guarantor (other than the Company or any New Parent) from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Priority Agent shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or and the Second Lien Loan Documents, (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, or (iii) any agreement between the First Lien Collateral Agent and the Borrower or any other Grantor to release the First Lien Collateral Agent’s Lien on any portion of the Collateral or to release any Loan Party from its obligations under its guaranty of the First Lien Obligations; the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, Liens or (y) releases any Guarantor Loan Party from its obligations under its guarantee guaranty of the First Lien Obligations Obligations, (in each case, a “First Lien Release”), other than any such Release granted following the Discharge of First Lien Obligations, ) then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, Collateral and the obligations of such Guarantor Loan Party under its guarantee guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously releasedreleased (the “Second Lien Release”), and each of the Second Lien Collateral Agent shallAgent, for itself and on behalf of the other Second Lien Secured Parties, Parties shall promptly execute and deliver to the First Lien Collateral Agent, Agent and the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such First Lien Release; provided thatprovided, however, that the Second Lien Release shall not occur without the consent of the Second Lien Collateral Agent in the case of a Disposition of Collateral release under clause (other than any iii) above, if such Disposition release (assuming such release was in connection with the enforcement or exercise of a Disposition) is prohibited by any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms provision of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occurs, each of the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party Party, for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest. (c) To the extent that the First Lien Collateral Agent or the First Lenders (i) have released any Lien on Collateral and such Liens are later reinstated or (ii) obtain any new Liens from any Grantor, then the Second Lien Collateral Agent on behalf of itself and the Second Lien Secured Parties, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of this Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents other than pursuant to an Enforcement Action or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateralan Enforcement Action, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor (other than the Parent) from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following after the occurrence of the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, (i) in the case of a Disposition of Collateral (other than any such Disposition in connection with an Enforcement Action taken in connection with the enforcement or exercise of any rights or remedies First Lien Obligations with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at and (ii) any time, is less than 15% of the sum of proceeds received from such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release Disposition in connection with a Disposition of Collateral an Enforcement Action taken in connection with the enforcement or exercise of any rights or remedies First Lien Obligations with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under be applied by the First Lien Loan Documents and (ii) Collateral Agent to the aggregate principal amount of the loans outstanding under the Second First Lien Loan DocumentsObligations. (cb) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) IfAs among the Secured Parties, the Applicable First Lien Representative will have the exclusive right (subject to the provisions of the First Lien Credit Documents) to make determinations regarding the release or disposition of any Collateral, without consultation with, consent, sanction, authority or further confirmation from, or notice to, any Second Lien Collateral Agent, Second Lien Representative or other Second Lien Secured Party. (b) Without limiting Section 5.01(d), if, in connection with (i) any Disposition disposition of any Collateral or any release of any Lien permitted under the terms of the First Lien Loan Credit Documents or otherwise consented to by the Applicable First Lien Representative or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, Collateral Enforcement Action (including any Disposition disposition of CollateralCollateral under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code), the a First Lien Collateral AgentAgent or First Lien Representative, for itself and on behalf of the other First Lien Secured Parties, with the consent of the Applicable First Lien Representative, (x) releases any of the First Priority Liens, Liens on any Collateral or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge Guarantee of First Lien Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee any Guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the each Second Lien Collateral Agent and Second Lien Representative shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the Applicable First Lien Collateral Agent, Representative and the relevant Grantor or such Guarantor Loan Party such termination statements, releases and other documents as the Applicable First Lien Collateral Agent or the relevant Grantor or Guarantor Representative may reasonably request to effectively confirm such Releaserelease; provided thatthat (A) in the case of any disposition of Shared Collateral, notwithstanding the release of the Second Priority Liens thereon, the Second Priority Liens shall attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.01 (and, for the avoidance of doubt, nothing in the foregoing shall be deemed to be a release of the Second Priority Liens on any such Proceeds, it being the express intent of the Second Lien Secured Parties that the Second Priority Liens attach to such Proceeds) and (B) in the case of a Disposition disposition of Shared Collateral or release of Guarantees of Second Lien Obligations (other than any such Disposition disposition or release in connection with any Collateral Enforcement Action (including any disposition of Collateral under Section 363 of the enforcement Bankruptcy Code or exercise any other provision of any rights or remedies with respect to the CollateralBankruptcy Code)), the Second Priority Liens or Guarantees of Second Lien Obligations, as applicable, shall not be so released if such Disposition disposition or release is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount Documents other than solely as a result of the loans, letters existence of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% a default or Event of the sum of such amount and the aggregate principal amount of the loans outstanding Default under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Credit Documents. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, (1) the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations or (2) the First Priority Liens are otherwise released as permitted by the First Lien Loan Documents (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and or the obligations of such Guarantor under its guarantee of the Second Lien Obligations, as applicable, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Administrative Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in . The parties hereto acknowledge and agree that it is their intention that the case Guarantors of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to First Lien Obligations and the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms Guarantors of the Second Lien Credit AgreementObligations shall be identical. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Administrative Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer transfer, termination or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Priority Agent, for itself and on behalf of the other First Lien Priority Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor (other than the Parent) from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Priority Agent shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interestinterest but may only be exercised if the First Priority Agent requests that the Second Priority Agent (or applicable Second Priority Secured Party) execute such instrument and such request is declined.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Shared Collateral permitted under the terms of the First Lien Loan Priority Debt Documents or (ii) the enforcement or exercise of any rights or remedies by any First Priority Secured Party with respect to the Shared Collateral, including any Disposition of Shared Collateral, the First Lien Collateral Priority Agent, for itself and on behalf of the other First Lien Priority Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such Shared Collateral, and or the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims, as applicable, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Priority Agent shall, upon written request, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor Company or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor Company or such Guarantor may reasonably request and provide to effectively confirm such Release, in each case, at the sole cost and expense of the Company or the applicable Guarantor; provided that, in the case of a Disposition of Shared Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), ) or a Release of a Guarantor from its Notes Guarantee (as defined in the Second Priority Liens shall not be so released if such Disposition is not permitted under Debt Agreement as in effect on the terms of the Second Lien Credit Agreement. (bdate hereof) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a any such Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent all of the holders Capital Stock of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% such Guarantor or all or substantially all of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occursits assets), the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints Priority Liens or the First Lien Collateral Agent, and any officer applicable Notes Guarantee(s) shall not be so released if such Disposition or agent such Release is not permitted under the terms of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interestPriority Debt Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Priority Agent, for itself and on behalf of the other First Lien Priority Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “"Release”"), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Priority Agent shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), ) or a Release of a Guarantor from its Note Guarantee (as defined in the Second Priority Liens shall not be so released if such Disposition is not permitted under Debt Agreement as in effect on the terms of the Second Lien Credit Agreement. (bdate hereof) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a any such Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to all of the Collateral permitted hereunderCapital Stock of such Guarantor or all or substantially all of its assets), the Second Priority Liens or the applicable Note Guarantee(s) shall require not be so released if such Disposition or such Release is not permitted under the consent terms of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan DocumentsPriority Debt Agreement . (cb) Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Priority Agent, for itself and on behalf of the other First Lien Priority Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”), in connection with (i) any Disposition of any Collateral permitted under the terms of the First Priority Debt Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, other than any such Release granted following the occurrence of the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Priority Agent shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 3.4 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 3.4 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interestinterest but may only be exercised if the First Priority Agent requests that the Second Priority Agent (or applicable Second Priority Secured Party) execute such instrument and such request is declined.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First First-Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following in connection with the Discharge of First Lien Obligations, Obligations then, subject to Section Sections 3.04(b) and (c), the Second Second-Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, Collateral shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, Agent and the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In Notwithstanding the foregoing, in the event that the aggregate principal amount a Release is of the loans, letters all or substantially all of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan DocumentsCollateral, then any such Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan DocumentsCollateral Agent. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, the First Priority Agent, for itself and on behalf of the other First Priority Secured Parties, (x) releases any of the First Priority Liens or (y) releases any Guarantor from its obligations under its guarantee of the First Priority Claims (in each case, a “Release”), in each case in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents, (ii) any Disposition of the Capital Stock in any Guarantor in a transaction permitted under the First Priority Debt Documents, or any transaction permitted under the terms of the First Priority Debt Documents that otherwise results in a Guarantor ceasing to guarantee all of the First Priority Claims, other than as a result of payment thereunder and provided that no Default has occurred and is continuing under the Second Priority Debt Agreement, or (iiiii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agentother than, for itself and on behalf in each case of the other First Lien Secured Parties, foregoing clauses (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”i)-(iii), other than any such Release granted following in connection with the occurrence of the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Priority Agent shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor Companies or such Guarantor Guarantor, as the case may be, such termination statements, releases and other documents as the First Lien Collateral Agent Priority Agent, the Companies or such Guarantor, as the relevant Grantor or Guarantor case may be, may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 3.4 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 3.4 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interestinterest but may only be exercised if the First Priority Agent requests that the Second Priority Agent (or applicable Second Priority Secured Party) execute such instrument and such request is declined.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of both the First Lien Loan Documents and the Term Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the any Collateral, including any Disposition of such Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations Liens on such Collateral (in each case, a “Release”), other than any such Release granted following in connection with the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then (A) the Second Priority Liens on such CollateralCollateral shall be automatically, unconditionally and simultaneously released (provided, in each case, that the obligations Second Priority Liens on such Collateral shall attach to the proceeds thereof, subject to the relative priorities set forth in Section 2.01) and (B) in the case of any such Disposition of all the Equity Interests of any US Grantor as a result of which such US Grantor ceases to be a Subsidiary, in the event the First Lien Subsidiary Guarantee of such Guarantor under its guarantee US Grantor shall have been released in connection therewith, the Term Subsidiary Guarantee of the Second Lien Obligations, such US Grantor shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other applicable Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, Agent or the relevant applicable US Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement.and (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occurshas occurred, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem in good xxxxx xxxx necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest; provided that the First Lien Collateral Agent shall only exercise such rights upon the failure of the Second Lien Collateral Agent to take any action when required to do so.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, Liens or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “"Release”"), other than any such Release granted following in connection with the Discharge of First Lien Obligations, then, subject to Section 3.04(b)paragraph (b) below, the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant applicable Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant applicable Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In Except in the event that the aggregate principal amount case of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the collateral permitted hereunder or a Disposition of Collateral permitted hereunder) by both the First Lien Loan Documents and the Second Lien Loan Documents, any Release shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% (or such greater percentage as required by the First Lien Loan Documents or the Second Lien Loan Documents) of the sum of (iA) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and Loans at such time plus (iiB) the aggregate principal amount of the loans outstanding under the Second Lien Loan DocumentsLoans at such time. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest; provided that the First Lien Collateral Agent shall only exercise such rights upon the failure of the Second Lien Collateral Agent to take any action when required to do so.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following in connection with the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral, including pursuant to Section 6.01(a)(iv)), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents and subject to Section 3.01(b) or (ii) subject to Section 3.01(b), the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Priority Agent, for itself and on behalf of the other First Lien Priority Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”"RELEASE"), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such CollateralCollateral (and any and all Liens that would have constituted Second Priority Liens but for the fact that they secure principal amounts in excess of the Maximum Second Priority Indebtedness Amount), and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims, as applicable, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Priority Agent shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request and provide to effectively confirm such Release; provided PROVIDED that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), ) or a Release of a Guarantor from its Guarantee (as defined in the Second Priority Liens shall not be so released if such Disposition is not permitted under Debt Agreement as in effect on the terms of the Second Lien Credit Agreement. (bdate hereof) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a any such Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to all of the Collateral permitted hereunderCapital Interests of such Guarantor or all or substantially all of its assets), the Second Priority Liens or the applicable Guarantee(s) shall require not be so released if such Disposition or such Release is not permitted under the consent terms of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan DocumentsPriority Debt Agreement . (cb) Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First First-Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following in connection with the Discharge of First Lien Obligations, Obligations then, subject to Section Sections 3.04(b) and (c), the Second Second-Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, Collateral shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, Agent and the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In Notwithstanding the foregoing, in the event that the aggregate principal amount a Release is of the loans, letters all or substantially all of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan DocumentsCollateral, then any such Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan DocumentsRequired Lenders. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents other than pursuant to an Enforcement Action or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateralan Enforcement Action, the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Administrative Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, (i) in the case of a Disposition of Collateral (other than any such Disposition in connection with an Enforcement Action taken in connection with the enforcement or exercise of any rights or remedies First Lien Obligations with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. Agreement (b) In other than solely as the event that the aggregate principal amount result of the loans, letters existence of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% a default or event of the sum of such amount and the aggregate principal amount of the loans outstanding default under the Second Lien Loan Documents), then and (ii) any Release (other than a Release proceeds received from such Disposition in connection with a Disposition of Collateral an Enforcement Action taken in connection with the enforcement or exercise of any rights or remedies First Lien Obligations with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under be applied by the First Lien Loan Documents and (ii) Administrative Agent to the aggregate principal amount of the loans outstanding under the Second First Lien Loan DocumentsObligations. (cb) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Administrative Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral AgentRepresentative, for itself and on behalf of the other First Lien Secured Parties, (xA) releases any of the First Priority Liens, Liens on any Collateral or (yB) releases any Guarantor the Equity Interests in which are subject to such Disposition or such enforcement or exercise from its obligations under its guarantee of the First Lien Secured Obligations (in each case, a “Release”), other than any such Release granted following (except as a result of the enforcement or exercise of any rights or remedies pursuant to clause (ii) above) in connection with the Discharge of First Lien Loan Document Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Secured Obligations, shall be immediately, automatically, unconditionally and simultaneously released, and upon delivery to the Second Lien Representative of an Officer’s Certificate stating that any such Release in respect of the First Lien Secured Obligations has become effective (or shall become effective concurrently with such release of the Second Priority Liens on such Collateral Agent granted to the Second Lien Secured Parties and the Second Lien Representative or the release of the obligations of such Guarantor under its guarantee of the Second Lien Secured Obligations, as the case may be) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor or Guarantor, the Second Lien Representative shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral AgentRepresentative, the relevant Grantor or such Guarantor Guarantor, at the Borrower’s or the other Grantor’s or Guarantor’s sole cost and expense and without any representation or warranty, such termination statements, releases and other documents as the First Lien Collateral Agent Representative or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a any Disposition of Collateral, notwithstanding the release of the Second Priority Liens thereon, the Second Priority Liens shall attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.01 (and, for the avoidance of doubt, nothing in the foregoing shall be deemed to be a release of the Second Priority Liens on any such Proceeds, it being the express intent of the Second Lien Secured Parties that the Second Priority Liens attach to such Proceeds); provided further that (x) in the case of any Disposition of any Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateralsuch Collateral or pursuant to an Insolvency or Liquidation Proceeding), the Second Priority Liens on such Collateral shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit AgreementAgreement or such Disposition is to the Borrower or any of its Affiliates and (y) in the case of any Disposition of any Collateral, the Second Priority Liens shall not be so released without the consent of the Second Lien Representative unless the net cash Proceeds of such Disposition will be applied (if applicable, upon judicial approval of such application) to permanently repay or prepay (or otherwise reduce, in the case of a “credit bid”) (1) the First Lien Secured Obligations, it being understood that any such repayment or prepayment of principal of Capped First Lien Loan Document Obligations shall reduce the Maximum First Lien Principal Amount by an equal amount, or (2) any DIP Financing. In the case of any Disposition of any Collateral by the First Lien Representative (other than pursuant to any Insolvency or Liquidation Proceeding), the First Lien Representative (I) shall provide the Second Lien Representative with at least 10 Business Days’ prior written notice of such Disposition and (II) shall take reasonable care (as determined in the reasonable credit judgment of the First Lien Representative) to conduct such Disposition in a commercially reasonable manner (it being understood that the First Lien Representative shall have no obligation to postpone any such Disposition in order to achieve a higher price). (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Loan Document Obligations occurs, the Second Lien Collateral AgentRepresentative, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral AgentRepresentative, and any officer or agent of the First Lien Collateral AgentRepresentative, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the express provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem Representative reasonably deems necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, (1) the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations or (2) the First Priority Liens are otherwise released as permitted by the First Lien Loan Documents (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations and the repayment in full, in cash, of Excess First Lien Obligations, then, subject to Section 3.04(b) and subject to the last sentence of this Section 3.04(a), the Second Priority Liens on such Collateral, and or the obligations of such Guarantor under its guarantee of the Second Lien Obligations, Obligations shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured PartiesParties (and at the cost and expense of the Borrower), promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request (in each case, at the relevant Grantor or Guarantor’s sole cost and expense) to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount . The automatic release of the loansSecond Priority Liens pursuant to the terms above shall be effective (A) in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum only if a Grantor has provided notice of such amount and the aggregate principal amount of the loans outstanding under Disposition to the Second Lien Loan DocumentsCollateral Agent at least five days prior to effecting such Disposition (or such shorter time period acceptable to the Second Lien Collateral Agent in its sole discretion), then any Release and (other than a Release B) in connection with the case of a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under by the First Lien Loan Documents Administrative Agent, unless an Insolvency Proceeding has commenced and is continuing, only if the First Lien Administrative Agent has provided the prior notice required under the last sentence of Section 3.01(b) above (ii) the aggregate principal amount of the loans outstanding under or such shorter time period acceptable to the Second Lien Loan DocumentsCollateral Agent in its sole discretion). (cb) Until the Discharge of First Lien Obligations occurs, the The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument (in each case, at the applicable Guarantor’s or Grantor’s sole cost and expense) that the First Lien Collateral Administrative Agent may deem necessary or advisable at any time before the Discharge of First Lien Obligations to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer transfer, termination or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of both the First Lien Loan Documents and the Term Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the any Collateral, including any Disposition of such Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations Liens on such Collateral (in each case, a “Release”), other than any such Release granted following in connection with the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then (A) the Second Priority Liens on such CollateralCollateral shall be automatically, unconditionally and simultaneously released (provided, in each case, that the obligations Second Priority Liens on such Collateral shall attach to the proceeds thereof, subject to the relative priorities set forth in Section 2.01) and (B) in the case of any such Disposition of all the Equity Interests of any US Grantor as a result of which such US Grantor ceases to be a Subsidiary, in the event the First Lien Subsidiary Guarantee of such Guarantor under its guarantee US Grantor shall have been released in connection therewith, the Term Subsidiary Guarantee of the Second Lien Obligations, such US Grantor shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other applicable Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, Agent or the relevant applicable US Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant applicable US Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occurshas occurred, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem in good xxxxx xxxx necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest; provided that the First Lien Collateral Agent shall only exercise such rights upon the failure of the Second Lien Collateral Agent to take any action when required to do so.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Priority Agent, for itself and on behalf of the other First Lien Priority Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such CollateralCollateral (to the extent, and only to the extent, subject to the release pursuant to preceding clause (x)), and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims (to the extent, and only to the extent, to the release of the applicable Guarantor pursuant to preceding clause (y)), shall be automatically, unconditionally and simultaneously releasedreleased (subject to the receipt by the First Priority Agent of any applicable cash proceeds of any such Disposition or sums realized in enforcement or exercise of any rights or remedies with respect to the Second Priority Collateral and the application thereof in accordance with the terms of this Agreement), and the Second Lien Collateral Agent ABDC shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request and provide to effectively confirm such Release; provided that. For the avoidance of doubt, in the case all proceeds of a any Disposition of Collateral (or other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunderreceived by any Secured Party shall be subject the to application of proceeds requirements of Section 4.01 and, until application in accordance therewith, each Secured Party agrees, subject to applicable law, to hold the same in express trust for such Secured Party (or Secured Parties) shall require as are entitled thereto in accordance with the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) terms hereof. Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Agentany ABDC, for itself and on behalf of each any other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Transaction Documents (as such documents are in effect as of the date hereof, as they may be amended in accordance with the terms hereof or as otherwise agreed to by the Second Lien Required Lenders (including by means of an amendment of the First Lien Credit Agreement permitted hereunder)), (ii) a sale in the ordinary course pursuant to section 363 of the Bankruptcy Code, the entry of an order of a court of competent jurisdiction relating to a sale other than in the ordinary course pursuant to section 363 of the Bankruptcy Code, or in connection with the confirmation of a plan of reorganization or otherwise in any Insolvency or Liquidation Proceeding, or (iiiii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its any guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following in connection with the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, Obligations shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shallis hereby directed to promptly execute and deliver, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver at the time of such Release, to the First Lien Collateral Agent, the relevant Grantor or and/or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or Agent, the relevant Grantor or and/or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, (1) the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations or (2) the First Priority Liens are otherwise released as permitted by the First Lien Loan Documents (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, Obligations then, subject to Section 3.04(b) and subject to the last sentence of this Section 3.04(a), the Second Priority Liens on such Collateral, and or the obligations of such Guarantor under its guarantee of the Second Lien Obligations, Obligations shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Administrative Agent shall, for itself and on behalf of the other Second Lien Secured PartiesParties (and at the reasonable cost and expense of the Borrower), promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request (in each case, at the relevant Grantor or Guarantor’s sole and reasonable cost and expense) to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount . The automatic release of the loansSecond Priority Liens pursuant to the terms above shall be effective (A) in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), letters of credit and unused revolving credit commitments outstanding under only if a Grantor has provided notice, to the First Lien Loan Documents, at any time, extent such notice is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding required under the Second Lien Loan Documents, then any Release of such Disposition to the Second Lien Administrative Agent at least five days prior to effecting such Disposition (other than a Release or such shorter time period as may be set forth in connection with the applicable Second Lien Loan Document or as may otherwise be acceptable to the Second Lien Administrative Agent in its sole discretion), and (B) in the case of a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under by the First Lien Loan Documents Administrative Agent, unless an Insolvency Proceeding has commenced and is continuing, only if the First Lien Administrative Agent has provided the prior notice required under the last sentence of Section 3.01(b) above (ii) the aggregate principal amount of the loans outstanding under or such shorter time period acceptable to the Second Lien Loan DocumentsAdministrative Agent in its sole discretion). (cb) Until the Discharge of First Lien Obligations occurs, the The Second Lien Collateral Administrative Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument (in each case, at the applicable Guarantor’s or Grantor’s sole and reasonable cost and expense) that the First Lien Collateral Administrative Agent may deem necessary or advisable at any time before the Discharge of First Lien Obligations to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer transfer, termination or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies or other actions taken in connection with the First Lien Obligations with respect to the Collateral, including any Disposition of CollateralCollateral by way of foreclosure, deed-in-lieu or similar transaction, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shallAgent, for itself and on behalf of the other Second Lien Secured Parties, shall promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, (i) in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies or other actions taken in connection with the First Lien Obligations with respect to the CollateralCollateral by way of foreclosure, deed-in-lieu or similar transaction), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement and (ii) any proceeds received from such Disposition in connection with the enforcement or exercise of any rights or remedies or other actions taken in connection with the First Lien Obligations with respect to the Collateral by way of foreclosure, deed-in-lieu or similar transaction shall be applied by the First Lien Agent to the First Lien Obligations and permanently reduce the Borrowing Base with respect to the First Lien Obligations to the extent required by the First Lien Credit Agreement. (b) In the event that the sum of (i) the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.plus

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the sum of (i) the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, plus (ii) the Credit Exposure under Hedging Contracts, at any time, time is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following in connection with the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral, including pursuant to Section 6.01(a)(iv)), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents and the Super Senior Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral AgentRepresentative, for itself and on behalf of the other First Lien Secured Parties and the Super Senior Representative, for itself and on behalf of the other Super Senior Secured Parties, (xA) releases any of the First Priority Liens, Liens on any Collateral or (yB) releases any Guarantor the Equity Interests in which are subject to such Disposition or such enforcement or exercise from its obligations under its guarantee of the First Lien Secured Obligations and the Super Senior Secured Obligations (in each case, a “Release”), other than any such Release granted following (except as a result of the enforcement or exercise of any rights or remedies pursuant to clause (ii) above) in connection with the Discharge of First Lien Loan Document Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Secured Obligations, shall be immediately, automatically, unconditionally and simultaneously released, and upon delivery to the Second Lien Representative of an Officer’s Certificate stating that any such Release in respect of the First Lien Secured Obligations and the Super Senior Secured Obligations has become effective (or shall become effective concurrently with such release of the Second Priority Liens on such Collateral Agent granted to the Second Lien Secured Parties and the Second Lien Representative or the release of the obligations of such Guarantor under its guarantee of the Second Lien Secured Obligations, as the case may be) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor or Guarantor, the Second Lien Representative shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral AgentRepresentative and the Super Senior Representative, the relevant Grantor or such Guarantor Guarantor, at the Borrower’s or the other Grantor’s or Guarantor’s sole cost and expense and without any representation or warranty, such termination statements, releases and other documents as the First Lien Collateral Agent Representative, the Super Senior Representative or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided Release;provided that, in the case of a any Disposition of Collateral, notwithstanding the release of the Second Priority Liens thereon, the Second Priority Liens shall attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.01 (and, for the avoidance of doubt, nothing in the foregoing shall be deemed to be a release of the Second Priority Liens on any such Proceeds, it being the express intent of the Second Lien Secured Parties that the Second Priority Liens attach to such Proceeds);provided further that (x) in the case of any Disposition of any Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateralsuch Collateral or pursuant to an Insolvency or Liquidation Proceeding), the Second Priority Liens on such Collateral shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. Agreement or such Disposition is to the Borrower or any of its Affiliates and (by) In in the event that the aggregate principal amount case of the loansany Disposition of any Collateral, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder) Priority Liens shall require not be so released without the consent of the holders of First Lien Obligations and Second Lien Obligations representing Representative unless the net cash Proceeds of such Disposition will be applied (if applicable, upon judicial approval of such application) to permanently repay or prepay (or otherwise reduce, in the aggregate more than 50% case of the sum of a “credit bid”) (i1) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Secured Obligations, it being understood that any such repayment or prepayment of principal of Capped First Lien Loan Documents and Document Obligations shall reduce the Maximum First Lien Principal Amount by an equal amount, or (ii2) the aggregate Super Senior Secured Obligations, it being understood that any such repayment or prepayment of principal of Capped First Lien Loan Document Obligations shall reduce the Maximum First Lien Principal Amount by an equal amount or (3) any DIP Financing. In the case of any Disposition of any Collateral by the loans outstanding under First Lien Representative or the Super Senior Representative (other than pursuant to any Insolvency or Liquidation Proceeding), the First Lien Representative or the Super Senior Representative, as applicable, (I) shall provide the Second Lien Loan DocumentsRepresentative with at least 10 Business Days’ prior written notice of such Disposition and (II) shall take reasonable care (as determined in the reasonable credit judgment of the First Lien Representative or the Super Senior Representative, as applicable) to conduct such Disposition in a commercially reasonable manner (it being understood that the First Lien Representative or the Super Senior Representative, as applicable, shall have no obligation to postpone any such Disposition in order to achieve a higher price). (ca) Until the Discharge of First Lien Loan Document Obligations occurs, the Second Lien Collateral AgentRepresentative, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral AgentRepresentative and the Super Senior Representative, and any officer or agent of the First Lien Collateral AgentRepresentative and the Super Senior Representative, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the express provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem Representative or the Super Senior Representative reasonably deems necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral (other than as provided in clause (ii)) permitted under the terms of the Loan Documents the First Lien Loan Documents Administrative Agent (for itself and on behalf of the other First Lien Secured Parties) releases any of the First Priority Liens, other than any such release granted (A) in connection with the Discharge of First Lien Obligations or (B) after the occurrence and during the continuance of a Second Lien Event of Default, or (ii) the enforcement or exercise of any rights or remedies with respect to the CollateralCollateral during the existence of any First Lien Event of Default, including any Disposition Dispositions of the Collateral, the First Lien Collateral Agent, Administrative Agent (for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release release granted following (A) in connection with the Discharge of First Lien ObligationsObligations or (B) in connection with the foreclosure, sale, transfer or other disposition of all or substantially all of the Collateral, then, subject to Section 3.04(b)in each such case, the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, Collateral shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Administrative Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, Administrative Agent or the relevant Grantor or such Guarantor Loan Party such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor such Loan Party may reasonably request to effectively confirm such Releaserelease; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not otherwise permitted under Section 9.5; and provided, further, that if the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the Aggregate First Lien Loan Documents, at any time, is Exposure of all First Lien Facility Lenders shall be less than 1530% of the sum of such amount and (I) the aggregate principal amount Aggregate First Lien Exposure of all First Lien Facility Lenders plus (II) the loans outstanding under the Aggregate Second Lien Loan DocumentsExposure of all Second Lien Facility Lenders, then any Release release of Second Priority Liens pursuant to clause (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunderii) above shall require the consent of the holders of First Lien Obligations and Second Lien Obligations Lenders representing in the aggregate more than 50% of the sum of (ix) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the Aggregate First Lien Loan Documents and Exposure of all First Lien Facility Lenders plus (iiy) the aggregate principal amount of the loans outstanding under the Aggregate Second Lien Loan Documents. (c) Exposure of all Second Lien Facility Lenders. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Collateral Agent, Facility Lenders and the Second Lien Administrative Agent (for itself and on behalf of each other Second Lien Secured Party), hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 14.3(c) and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 14.3(c) (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest; provided that unless the First Lien Secured Parties reasonably believe that they would be materially and adversely affected as a result thereof, the First Lien Administrative Agent will not be entitled to exercise such power of attorney to execute and deliver a release or other document or instrument of transfer unless the Second Lien Administrative Agent shall have been requested to execute and deliver such release or other document or instrument of transfer and shall not have done so within five (5) Business Days of its receipt of such request. This Section 14.3(c) shall also be applicable in connection with actions taken by the Administrative Agent with respect to Collateral held by it for the benefit of all Secured Parties, and shall permit the Administrative Agent to release Liens on such Collateral to the same extent as the Second Priority Liens on such Collateral would otherwise be required to be released by the Second Lien Administrative Agent if such Liens were granted directly to the Second Lien Administrative Agent.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Priority Agent, for itself and on behalf of the other First Lien Priority Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such CollateralCollateral (to the extent, and only to the extent, subject to the release pursuant to preceding clause (x)), and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims (to the extent, and only to the extent, to the release of the applicable Guarantor pursuant to preceding clause (y)), shall be automatically, unconditionally and simultaneously releasedreleased (subject to the receipt by the First Priority Agent of any applicable cash proceeds of any such Disposition or sums realized in enforcement or exercise of any rights or remedies with respect to the Second Priority Collateral and the application thereof in accordance with the terms of this Agreement), and the Second Lien Collateral Agent Supplier shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request and provide to effectively confirm such Release; provided that. For the avoidance of doubt, in the case all proceeds of a any Disposition of Collateral (or other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunderreceived by any Secured Party shall be subject the to application of proceeds requirements of Section 4.01 and, until application in accordance therewith, each Secured Party agrees, subject to applicable law, to hold the same in express trust for such Secured Party (or Secured Parties) shall require as are entitled thereto in accordance with the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) terms hereof. Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Agentany Supplier, for itself and on behalf of each any other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateralan Enforcement Action, the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Secured Obligations (in each case, a “Release”), other than any such Release granted following after the occurrence of the Discharge of First Lien Non-Excluded Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Secured Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shallAgent, for itself and on behalf of the other Second Lien Secured Parties, shall promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor Guarantor, at such Grantor’s or Guarantor’s sole cost and expense, such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any proceeds received from such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies an Enforcement Action with respect to the Collateral permitted hereunder) shall require be applied in accordance with the consent of priorities set forth in Section 4.01 to reduce the holders of First Lien Obligations and and, if applicable, the Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documentsas set forth therein. (cb) Until the Discharge of First Lien Non-Excluded Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each the other Second Lien Secured PartyParties, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest. (c) Until the Discharge of First Lien Non-Excluded Obligations occurs, to the extent that the First Lien Administrative Agent or the First Lien Secured Parties have released any Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated, then the Second Lien Collateral Agent, for itself and for the Second Lien Secured Parties, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of this Agreement, and an additional guaranty, as the case may be, in each case, at the time of such reinstatement of the Lien or guaranty in favor of the First Lien Administrative Agent.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies an Enforcement Action with respect to the Collateral, including any Disposition of CollateralCollateral by way of foreclosure, deed-in-lieu or similar transaction, the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Administrative Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, (i) in the case of a Disposition of Collateral or release of Guarantor (other than any such Disposition or release in connection with the enforcement or exercise of any rights or remedies with respect to the Collateralan Enforcement Action), the Second Priority Liens Lien release and the release of such Guarantor shall not be so released occur if such Disposition or release is not permitted under the terms of the Second Lien Credit Agreement. , and (bii) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under any proceeds received from such Disposition or release in connection with an Enforcement Action shall be applied by the First Lien Loan Documents, at any time, is less than 15% of Administrative Agent to the sum of such amount First Lien Obligations and permanently reduce the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies credit exposure with respect to the Collateral permitted hereunder) shall require the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) Obligations. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Administrative Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest. Automatic Release of First Priority Liens. If, in connection with a sale of Collateral pursuant to an Enforcement Action after the expiration of the Standstill Period that is permitted in accordance with clause (B) of the second proviso to Section 3.02(a)(i), including any Disposition of Collateral, the Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations (in each case, a “Second Lien Release”), then upon the closing of such sale the First Lien Administrative Agent shall, for itself and on behalf of the other First Lien Secured Parties, promptly execute and deliver to the Second Lien Administrative Agent such termination statements and releases as shall be reasonably requested by the Second Lien Administrative Agent to release the First Priority Liens on such Collateral and to release the obligations of such Guarantor under its guarantee of the First Lien Obligations; provided that so long as the Discharge of First Lien Obligations has not occurred, the proceeds of such sale shall be delivered to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties, and any payments with respect to such Second Lien Release that are received by the Second Lien Administrative Agent or any other Second Lien Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties, in accordance with Section 4.02.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Priority Agent, for itself and on behalf of the other First Lien Priority Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such CollateralCollateral (to the extent, and only to the extent, subject to the Release pursuant to preceding clause (x)), and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims (to the extent, and only to the extent, to the Release of the applicable Guarantor pursuant to preceding clause (y)), shall be automatically, unconditionally and simultaneously releasedreleased (subject to the receipt by the First Priority Agent of any applicable cash proceeds of any such Disposition or sums realized in enforcement or exercise of any rights or remedies with respect to the Second Priority Collateral and the application thereof in accordance with the terms of this Agreement), and the Second Lien Collateral Agent Supplier shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request and provide to effectively confirm such Release; provided that. For the avoidance of doubt, in the case all proceeds of a any Disposition of Collateral (or other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. (b) In the event that the aggregate principal amount of the loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents, at any time, is less than 15% of the sum of such amount and the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents, then any Release (other than a Release in connection with a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunderreceived by any Secured Party shall be subject to the application of proceeds requirements of Section 4.01 and, until application in accordance therewith, each Secured Party agrees, subject to applicable law, to hold the same in express trust for such Secured Party (or Secured Parties) shall require as are entitled thereto in accordance with the consent of the holders of First Lien Obligations and Second Lien Obligations representing in the aggregate more than 50% of the sum of (i) the aggregate principal amount of loans, letters of credit and unused revolving credit commitments outstanding under the First Lien Loan Documents and (ii) the aggregate principal amount of the loans outstanding under the Second Lien Loan Documents. (c) terms hereof. Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Agentany Supplier, for itself and on behalf of each any other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.