Common use of Release of Collateral Upon Release Event Clause in Contracts

Release of Collateral Upon Release Event. The Junior Secured Creditor shall, at any time in connection with a Release Event with respect to any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral: (a) upon the request of the Revolving Lender with respect to Revolving Credit Priority Collateral subject to such Release Event (which request will specify the principal proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith), release or otherwise terminate its Liens on such Collateral to the extent the Disposition of such Collateral is either by (i) the Revolving Lender or its agents or representatives or (ii) an Obligor with the consent of the Revolving Lender, (b) be deemed to have consented under the applicable Documents to such Disposition and to have waived the provisions of the applicable Documents to the extent necessary to permit such transaction and , in the case of a Release Event as to Revolving Credit Priority Collateral, be deemed to have consented to such Release Event free and clear of BFI’s Liens (it being understood that BFI shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Revolving Credit Priority Collateral) and (c) deliver such Release Documents and take such further actions as the Priority Secured Creditor may reasonably require in connection therewith; provided that, (i) such release by BFI shall not extend to or otherwise affect any of the rights of BFI to the proceeds from any such Disposition of such Revolving Credit Priority Collateral, and (ii) the Revolving Lender shall apply the proceeds of such Disposition to the reduction of the Revolving Credit Obligations (which, to the extent proceeds of Dispositions from Enforcement Actions from and after the time of commencement of the Enforcement Actions culminating in such Release Event exceed $500,000 in the aggregate, shall permanently reduce the Revolving Credit Obligations) and turn over any excess to BFI for application to the Term Loan Obligations. In the case of a Release Event with respect to all or substantially all of the equity interests or assets of any Revolving Obligor (other than a Revolving Borrower), upon the request of BFI, the Revolving Lender shall release such Revolving Obligor from its obligations under the Revolving Credit Documents (in the event that such Obligor will cease to be obligated in respect of the Term Loan Obligations) and execute such documents in order to effect such release as BFI shall request.

Release of Collateral Upon Release Event. The Junior Secured Creditor Second Lien Agent, on behalf of the Second Lien Creditors, shall, at any time in connection with a Release Event with respect to any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral: (a) upon the request of the Revolving Lender First Lien Agent with respect to Revolving Credit Priority the Collateral subject to such Release Event (which request will specify the principal proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith)) and concurrently with such Release Event, release or otherwise terminate its Liens on such Collateral to the extent the Disposition of such Collateral is either by (i) the Revolving Lender or its agents or representatives or (ii) an Obligor with the consent of the Revolving Lender, (b) be deemed to have consented under the applicable Documents to such Disposition and to have waived the provisions of the applicable Documents to the extent necessary to permit such transaction and and/or, in the case of a Release Event as to Revolving Credit Priority CollateralDisposition consisting of the sale or disposition of all of the equity interests of any Guarantor, be deemed to have consented to release such Release Event free and clear of BFI’s Liens Guarantor from its obligations under the relevant Documents) (it being understood that BFI the Second Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Revolving Credit Priority Collateral) and (cb) deliver such Release Documents and take such further actions as the Priority Secured Creditor First Lien Agent may reasonably require in connection therewith; provided that, (i) the First Lien Agent’s Lien and security interest on the Collateral subject to such Release Event (and, in the case of a sale of all of the equity interests of a Guarantor, any guaranty or other obligations of such Guarantor under the First Lien Documents) are concurrently released, terminated and discharged and the First Lien Agent shall have provided to the relevant Obligor or Obligors comparable Release Documents, (ii) subject to the terms of this Agreement, such release by BFI the Second Lien Creditors shall not extend to or otherwise affect any of the rights of BFI the Second Lien Creditors to the proceeds from any such Disposition of Collateral, (iii) the First Lien Creditors shall promptly apply such Revolving Credit Priority Collateralproceeds to pay the First Lien Obligations until the same have been Paid in Full, and (iiiv) the Revolving Lender shall apply the after such application, any excess proceeds of from such Disposition shall be applied to the reduction of the Revolving Credit Second Lien Obligations (which, to the extent proceeds of Dispositions from Enforcement Actions from and after the time of commencement of the Enforcement Actions culminating in such Release Event exceed $500,000 in the aggregate, shall permanently reduce the Revolving Credit Obligations) and turn over any excess to BFI for application to the Term Loan Obligations. In the case of a Release Event with respect to all unless otherwise required by law or substantially all of the equity interests or assets of any Revolving Obligor (other than a Revolving Borrowercourt order), upon the request of BFI, the Revolving Lender shall release such Revolving Obligor from its obligations under the Revolving Credit Documents (in the event that such Obligor will cease to be obligated in respect of the Term Loan Obligations) and execute such documents in order to effect such release as BFI shall request.

Release of Collateral Upon Release Event. The Junior Secured Creditor Subject to the rights of the Second Lien Creditors and Third Lien Creditors to raise objections on any basis that an unsecured creditor could raise solely in its capacity as an unsecured creditor, the Second Lien Agent, on behalf of the Second Lien Creditors, and the Third Lien Agent, on behalf of the Third Lien Creditors, shall, at any time in connection with a Release Event with respect to any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral: (a) upon the request of the Revolving Lender First Lien Agent (or, after the First Lien Termination Date, the Second Lien Agent) with respect to Revolving Credit Priority the Collateral subject to such Release Event (which request will specify the principal proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith), release or otherwise terminate its Liens on such Collateral (and/or, in the case of a Disposition consisting of the sale or disposition of all or substantially all of the equity interests or assets of any guarantor of the Obligations, release such guarantor from its obligations under the relevant Documents), to the extent the Disposition of such Collateral is either by (i) the Revolving Lender First Lien Agent (or, after the First Lien Termination Date, the Second Lien Agent) or its agents or representatives or (ii) an any Obligor with the consent of the Revolving LenderFirst Lien Creditors (or, after the First Lien Termination Date, the Second Lien Creditors), (b) be deemed to have consented under the applicable Second Lien Documents and Third Lien Documents to such Disposition and to have waived the provisions of the applicable Documents to the extent necessary to permit such transaction and , in the case of a Release Event as to Revolving Credit Priority Collateral, be deemed to have consented to such Release Event free and clear of BFIthe Second Lien Agent’s Liens and Third Lien Agent's Liens (it being understood that BFI the Second Lien Agent and Third Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Revolving Credit Priority Collateral) and to have waived the provisions of the Second Lien Documents and Third Lien Documents to the extent necessary to permit such transaction but not have waived any Event of Default that might otherwise arise under the Second Lien Documents or the Third Lien Documents as a result of such transaction and (c) deliver such Release Documents and take such further actions as First Lien Agent (or, after the Priority Secured Creditor First Lien Termination Date, the Second Lien Agent) may reasonably require in connection therewith; provided that, (i) such release by BFI the Second Lien Creditors and Third Lien Creditors shall not extend to or otherwise affect any of the rights of BFI the Second Lien Creditors and Third Lien Creditors to the proceeds from any such Disposition of such Revolving Credit Priority Collateral, and (ii) the Revolving Lender First Lien Creditors shall promptly apply such proceeds to pay the First Lien Obligationsuntil the same have been Paid in Full, and thereafter, the Second Lien Creditors shall promptly apply such proceeds to pay the Second Lien Obligationsuntil the same have been Paid in Full, (iii) after such application, any excess proceeds from such Disposition shall be applied in accordance with the provisions of Section 2.4 hereof and (iv) no such release and/or authorization documents shall be delivered (A) to any Obligor or (B) less than 5 Business Days prior to the date of the closing of the Disposition of such Disposition to Collateral; provided further that if the reduction closing of the Revolving Credit Obligations (which, to the extent proceeds of Dispositions from Enforcement Actions from and after the time of commencement Disposition of the Enforcement Actions culminating in Collateral subject to such Release Event exceed $500,000 in is not consummated within 60 days of the aggregateproposed date of closing or any agreement governing such Disposition is terminated, the First Lien Agent (or, after the First Lien Termination Date, the Second Lien Agent) shall permanently reduce the Revolving Credit Obligations) and turn over any excess to BFI for application promptly, upon Second Lien Agent’s or Third Lien Agent's request, return all Release Documents to the Term Loan Obligations. In the case of a Release Event with respect to all Second Lien Agent or substantially all of the equity interests or assets of any Revolving Obligor (other than a Revolving Borrower)Third Lien Agent, upon the request of BFI, the Revolving Lender shall release such Revolving Obligor from its obligations under the Revolving Credit Documents (in the event that such Obligor will cease to be obligated in respect of the Term Loan Obligations) and execute such documents in order to effect such release as BFI shall requestapplicable.

Release of Collateral Upon Release Event. The Junior Secured Creditor shall, Applicable Second Lien Agent shall at any time in connection with a Release Event with respect to any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral: (ai) upon the request of the Revolving Lender Applicable First Lien Agent with respect to Revolving Credit Priority the Collateral subject to such Release Event (which request will specify the principal proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith)Event, release or otherwise terminate its Liens on such Collateral (including, without limitation, a release of any Obligor on a guaranty to the extent such Release Event consists of a sale of all of the Disposition equity securities of such Obligor which have been pledged to First Lien Collateral Agent), to the extent such Collateral is to be sold or otherwise disposed of either by (iA) the Revolving Lender Applicable First Lien Agent or its agents or representatives representatives, or (iiB) an any Obligor with the consent or at the direction of the Revolving Lender, Applicable First Lien Agent; (bii) be deemed to have consented (along with the Second Lien Creditors) under the applicable Second Lien Documents to such Disposition sale or other disposition free and to have clear of the Second Lien Creditors’ Liens (and waived the provisions of the applicable Second Lien Documents to the extent necessary to permit such transaction and , in transaction) so long as the case of a Release Event as to Revolving Credit Priority Collateral, be deemed to have consented to such Release Event free and clear of BFI’s Liens (it being understood that BFI shall still, subject to the terms of this Agreement, have a security interest with respect to the net proceeds of such Revolving Credit Priority Collateralsale are (unless otherwise agreed by the Applicable Second Lien Agent) used to permanently reduce the First Lien Obligations; and (ciii) Applicable Second Lien Agent shall deliver such Release Documents and take such further actions as the Priority Secured Creditor Applicable First Lien Agent may reasonably require in connection therewith; provided that, (iA) such release by BFI the Applicable Second Lien Agent and Second Lien Creditors shall not extend to or otherwise affect any of the rights of BFI the Second Lien Creditors to the proceeds from any such Disposition sale or other disposition of Collateral, subject to the terms hereof and (B) no such release and/or authorization documents shall be required to be delivered (1) to any Obligor or (2) more than two Business Days prior to the date of the closing of the sale or disposition of such Revolving Credit Priority Collateral, and (ii) provided further that if the Revolving Lender shall apply the proceeds of such Disposition to the reduction closing of the Revolving Credit Obligations (which, to the extent proceeds of Dispositions from Enforcement Actions from and after the time of commencement sale or disposition of the Enforcement Actions culminating in Collateral subject to such Release Event exceed $500,000 in is not consummated, the aggregate, Applicable First Lien Agent shall permanently reduce the Revolving Credit Obligations) and turn over any excess to BFI for application promptly return all Release Documents to the Term Loan Obligations. In the case of a Release Event with respect to all or substantially all of the equity interests or assets of any Revolving Obligor (other than a Revolving Borrower), upon the request of BFI, the Revolving Lender shall release such Revolving Obligor from its obligations under the Revolving Credit Documents (in the event that such Obligor will cease to be obligated in respect of the Term Loan Obligations) and execute such documents in order to effect such release as BFI shall requestApplicable Second Lien Agent.

Release of Collateral Upon Release Event. The Junior Secured Subordinated Creditor shall, shall at any time in connection with a any Release Event with respect to any Collateral that, as to such Junior Secured Creditor, is Non-Priority CollateralEvent: (a) upon the request of the Revolving Senior Lender with respect to Revolving Credit Priority the Collateral subject to such Release Event Event, (which request will specify the principal proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith), a) release or otherwise terminate its Liens Encumbrances on such Collateral to the extent the Disposition of such Collateral is either by (i) the Revolving Lender or its agents or representatives or (ii) an Obligor with the consent of the Revolving LenderCollateral, (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Senior Lender shall reasonably require in order to release and/or terminate such Subordinated Creditor’s Encumbrances on the Collateral subject to such Release Event, and (c) be deemed to have consented under the applicable Documents to such Disposition and to have waived the provisions of the applicable Documents to the extent necessary to permit such transaction and , in the case of a Release Event as to Revolving Credit Priority Collateral, be deemed to have consented Subordinated Loan Agreement to such Release Event free and clear of BFIthe Subordinated Creditor’s Liens security interest (it being understood that BFI the Subordinated Creditor shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Revolving Credit Priority Collateral) and to have waived the provisions of the Subordinated Loan Agreement to the extent necessary to permit such transaction; provided that the Senior Lender shall promptly apply such proceeds from such Release Event to the Senior Indebtedness in accordance with the provisions of the Loan Agreement. As used herein, the term “Release Event” means (a) any disposition of Collateral permitted under the Loan Agreement, (b) any other disposition of Collateral of the Company permitted by the Senior Lender, (c) deliver such Release Documents and take such further actions as the Priority Secured Creditor may reasonably require in connection therewith; provided that, (i) such release taking of any Enforcement Action by BFI shall not extend to the Senior Lender against all or otherwise affect any portion of the rights of BFI to Collateral (including a disposition conducted by the proceeds from any such Disposition of such Revolving Credit Priority Collateral, and (ii) Company with the Revolving Lender shall apply the proceeds of such Disposition to the reduction consent of the Revolving Credit Obligations Senior Lender) or (which, to the extent proceeds of Dispositions from Enforcement Actions from and d) after the time occurrence and during the continuance of commencement an Insolvency Proceeding by or against the Company, the entry of an order of the Enforcement Actions culminating in such Release Event exceed $500,000 in Bankruptcy Court pursuant to Section 363 of the aggregate, shall permanently reduce Bankruptcy Code authorizing the Revolving Credit Obligations) and turn over any excess to BFI for application to the Term Loan Obligations. In the case sale of a Release Event with respect to all or substantially all any portion of the equity interests or assets of any Revolving Obligor (other than a Revolving Borrower), upon the request of BFI, the Revolving Lender shall release such Revolving Obligor from its obligations under the Revolving Credit Documents (in the event that such Obligor will cease to be obligated in respect of the Term Loan Obligations) and execute such documents in order to effect such release as BFI shall requestCollateral.

Release of Collateral Upon Release Event. The Junior Secured Creditor Second Lien Agent, on behalf of the Second Lien Creditors, shall, at any time in connection with a Release Event with respect to any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral: (a) upon the written request of the Revolving Lender First Lien Agent with respect to Revolving Credit Priority the Collateral subject to such Release Event (which request will specify the principal proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith), release or otherwise terminate its Liens on such Collateral (and/or, in the case of a Disposition consisting of the sale or disposition of all or substantially all of the equity interests of any Guarantor, release such Guarantor from its obligations under the relevant Documents), to the extent the Disposition of such Collateral is either by (i) the Revolving Lender First Lien Agent or its agents or representatives or (ii) an any Obligor with the consent of the Revolving LenderFirst Lien Creditors, (b) be deemed to have consented under the applicable Second Lien Documents to such Disposition and to have waived the provisions of the applicable Documents to the extent necessary to permit such transaction and , in the case of a Release Event as to Revolving Credit Priority Collateral, be deemed to have consented to such Release Event free and clear of BFIthe Second Lien Agent’s Liens (it being understood that BFI the Second Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Revolving Credit Priority Collateral) and to have waived the provisions of the Second Lien Documents to the extent necessary to permit such transaction and (c) at Holdings’ expense deliver such Release Documents and take such further actions as the Priority Secured Creditor First Lien Agent may reasonably require in connection therewith; provided that, (i) such release by BFI the Second Lien Creditors shall not extend to or otherwise affect any of the rights of BFI the Second Lien Creditors to the proceeds from any such Disposition of such Revolving Credit Priority Collateral, and (ii) the Revolving Lender First Lien Creditors shall promptly apply such proceeds to permanently pay the First Lien Obligations (other than the Excluded First Lien Obligations) until the same have been Paid in Full, (iii) after such application, any excess proceeds from such Disposition shall be applied in accordance with the provisions of Section 2.4 hereof and (iv) no such release and/or authorization documents shall be delivered (A) to any Obligor or (B) more than 2 Business Days prior to the date of the closing of the Disposition of such Disposition to Collateral; provided further that if the reduction closing of the Revolving Credit Obligations (which, to the extent proceeds of Dispositions from Enforcement Actions from and after the time of commencement Disposition of the Enforcement Actions culminating in Collateral subject to such Release Event exceed $500,000 in is not consummated within 60 days of the aggregateproposed date of closing or any agreement governing such Disposition is terminated, the First Lien Agent shall permanently reduce the Revolving Credit Obligations) and turn over any excess to BFI for application promptly return all Release Documents to the Term Loan ObligationsSecond Lien Agent. In the case of If, in connection with a Release Event with respect Event, First Lien Agent intends to all or substantially all file a termination statement that has the effect of terminating any financing statement which has been filed by Second Lien Agent (and which is not part of the equity interests or assets of any Revolving Obligor (other than a Revolving BorrowerRelease Documents), upon the request of BFI, the Revolving Lender shall release such Revolving Obligor from its obligations under the Revolving Credit Documents (in the event that such Obligor First Lien Agent will cease to be obligated in respect provide Second Lien Agent at least 2 Business Days notice of the Term Loan Obligations) and execute filing of such documents in order to effect such release as BFI shall requesttermination statement.

Release of Collateral Upon Release Event. The Junior Secured Creditor Second Lien Agent, on behalf of the Second Lien Creditors, shall, at any time in connection with a Release Event with respect to any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral: (a) upon the request of the Revolving Lender First Lien Agent with respect to Revolving Credit Priority the Collateral subject to such Release Event (which request will specify the principal proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith), release or otherwise terminate its Liens on such Collateral (and/or, in the case of a Disposition consisting of the sale or disposition of all or substantially all of the equity interests or assets of any Guarantor, release such Guarantor from its obligations under the relevant Documents), to the extent the Disposition of such Collateral is either by (i) the Revolving Lender First Lien Agent or its agents or representatives or (ii) an any Obligor with the consent of the Revolving LenderFirst Lien Creditors, (b) be deemed to have consented under the applicable Second Lien Documents to such Disposition and to have waived the provisions of the applicable Documents to the extent necessary to permit such transaction and , in the case of a Release Event as to Revolving Credit Priority Collateral, be deemed to have consented to such Release Event free and clear of BFIthe Second Lien Agent’s Liens (it being understood that BFI the Second Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Revolving Credit Priority Collateral) and to have waived the provisions of the Second Lien Documents to the extent necessary to permit such transaction and (c) deliver such Release Documents and take such further actions as the Priority Secured Creditor First Lien Agent may reasonably require in connection therewith; provided that, (i) such release by BFI the Second Lien Creditors shall not extend to or otherwise affect any of the rights of BFI the Second Lien Creditors to the proceeds from any such Disposition of such Revolving Credit Priority Collateral, and (ii) the Revolving Lender First Lien Creditors shall promptly apply such proceeds to permanently pay the First Lien Obligations until the same have been Paid in Full, (iii) after such application, any excess proceeds from such Disposition shall be applied in accordance with the provisions of Section 2.4 hereof and (iv) no such release and/or authorization documents shall be delivered (A) to any Obligor or (B) more than 2 Business Days prior to the date of the closing of the Disposition of such Disposition to Collateral; provided further that if the reduction closing of the Revolving Credit Obligations (which, to the extent proceeds of Dispositions from Enforcement Actions from and after the time of commencement Disposition of the Enforcement Actions culminating in Collateral subject to such Release Event exceed $500,000 in is not consummated within 60 days of the aggregateproposed date of closing or any agreement governing such Disposition is terminated, the First Lien Agent shall permanently reduce the Revolving Credit Obligations) and turn over any excess to BFI for application promptly, upon Second Lien Agent’s request, return all Release Documents to the Term Loan Obligations. In the case of a Release Event with respect to all or substantially all of the equity interests or assets of any Revolving Obligor (other than a Revolving Borrower), upon the request of BFI, the Revolving Lender shall release such Revolving Obligor from its obligations under the Revolving Credit Documents (in the event that such Obligor will cease to be obligated in respect of the Term Loan Obligations) and execute such documents in order to effect such release as BFI shall requestSecond Lien Agent.

Release of Collateral Upon Release Event. The Junior Secured Creditor Second Lien Holder shall, at any time in connection with a Release Event with respect to any Collateral that, as to such Junior Secured Creditor, is Non-Priority First Lien Collateral: (a) upon the written request of the Revolving Lender First Lien Holder with respect to Revolving Credit Priority the such Collateral subject to such a Release Event consisting of a Disposition of Collateral (which request will specify specify, to the extent known, the principal proposed terms of the sale and sale, the type and amount of consideration expected to be received in connection therewiththerewith and the proposed closing date), release or otherwise terminate its Liens on such Collateral Collateral, to the extent the such Disposition of such Collateral is either by (i) the Revolving Lender First Lien Holder or its agents or representatives or (ii) an any Obligor with the consent of the Revolving LenderFirst Lien Holder, (b) be deemed to have consented under the applicable Second Lien Documents to such Disposition and to have waived the provisions of the applicable Documents to the extent necessary to permit such transaction and , in the case of a Release Event as to Revolving Credit Priority Collateral, be deemed to have consented to such Release Event free and clear of BFI’s the Second Xxxx Xxxxxx’x Liens (it being understood that BFI the Second Lien Holder shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Revolving Credit Priority Collateral) and to have waived the provisions of the Second Lien Documents to the extent necessary to permit such transaction and (c) deliver such Release Documents and take such further actions as the Priority Secured Creditor First Lien Holder may reasonably require in connection therewith; provided that, (i) such release by BFI the Second Lien Holder shall not extend to or otherwise affect any of the rights of BFI the Second Lien Holder to the proceeds from any such Disposition of such Revolving Credit Priority Collateral, and (ii) no such Release Documents shall be delivered to any Obligor and (iii) no such Release Documents shall be filed or become effective until the Revolving Lender shall apply the closing of such Disposition; and (iii) any proceeds of Collateral subject to such Disposition Release Event shall be applied to the reduction of the Revolving Credit Obligations satisfy (which, and to the extent proceeds of Dispositions from Enforcement Actions from and after the time of commencement of the Enforcement Actions culminating in such Release Event exceed $500,000 in the aggregateapplicable, shall to permanently reduce the Revolving Credit Obligations) and turn over any excess to BFI for application to the Term Loan Obligations. In the case of a Release Event lending commitments with respect to all or substantially all of to) the equity interests or assets of any Revolving Obligor (other than a Revolving Borrower), upon First Lien Obligations and/or the request of BFI, the Revolving Lender shall release such Revolving Obligor from its obligations under the Revolving Credit Documents (Second Lien Obligations in the event that such Obligor will cease to be obligated in respect of the Term Loan Obligations) and execute such documents in order to effect such release as BFI shall requestaccordance with Section 3.4 hereof.

Release of Collateral Upon Release Event. The Junior Secured Each Second Lien Creditor shall, at any time in connection with a Release Event with respect to any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral: (ai) upon the request of the Revolving Lender First Lien Agent with respect to Revolving Credit Priority the Collateral subject to such Release Event (which request will specify the principal proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith), release or otherwise terminate its Liens on such Collateral Collateral, to the extent the Disposition of such Collateral is to be sold or otherwise disposed of either by (iA) the Revolving Lender First Lien Agent or its agents or representatives representatives, or (iiB) an any Obligor with the consent of the Revolving Lender, First Lien Creditors; (bii) be deemed to have consented under the applicable Second Lien Loan Documents to such Disposition sale or other disposition free and clear of such Second Lien Creditor’s security interest, it being understood that such Second Lien Creditor still, but subject to have this Agreement, has rights with respect to the proceeds of such Collateral (and waived the provisions of the applicable Second Lien Loan Documents to the extent necessary to permit such transaction and , in the case of a Release Event as to Revolving Credit Priority Collateral, be deemed to have consented to such Release Event free and clear of BFI’s Liens (it being understood that BFI shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Revolving Credit Priority Collateral) transaction); and (ciii) deliver such Release Documents and take such further actions as the Priority Secured Creditor First Lien Agent may reasonably require in connection therewith; provided that, (iA) such release by BFI the Second Lien Creditors shall not extend to or otherwise affect any of the rights of BFI the Second Lien Creditors to the proceeds from any such Disposition sale or other disposition of Collateral, (B) the First Lien Creditors shall promptly apply such proceeds to permanently repay the First Lien Loan Obligations until the same have been Paid in Full, (C) after such application, the First Lien Agent shall, subject to Section 3.1, promptly deliver any excess proceeds from such sale or disposition of such Revolving Credit Priority Collateral, and (ii) the Revolving Lender shall apply the proceeds of such Disposition Collateral to the reduction of the Revolving Credit Obligations (which, to the extent proceeds of Dispositions from Enforcement Actions from and after the time of commencement of the Enforcement Actions culminating in such Release Event exceed $500,000 in the aggregate, shall permanently reduce the Revolving Credit Obligations) and turn over any excess to BFI Second Lien Agent for application to the Term Second Lien Loan Obligations. In Obligations or as otherwise required under applicable law or as a court of competent jurisdiction may direct and (D) no such release and/or authorization documents shall be delivered (1) to any Obligor or (2) less than two or more than 10 Business Days prior to the case date of a the closing of the sale or disposition of such Collateral, provided further that if the closing of the sale or disposition of the Collateral subject to such Release Event with respect to all or substantially all of the equity interests or assets of any Revolving Obligor (other than a Revolving Borrower), upon the request of BFIis not consummated, the Revolving Lender First Lien Agent shall release promptly return all Release Documents to such Revolving Obligor from its obligations under the Revolving Credit Documents (in the event that such Obligor will cease to be obligated in respect of the Term Loan Obligations) and execute such documents in order to effect such release as BFI shall requestSecond Lien Creditor.

Release of Collateral Upon Release Event. The Junior Secured Creditor Second Lien Agent, on behalf of the Second Lien Creditors, shall, at any time in connection with a Release Event with respect to any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral: (a) upon the request of the Revolving Lender First Lien Agents with respect to Revolving Credit Priority the Collateral subject to such Release Event (which request will specify the principal proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith), release or otherwise terminate its Liens on such Collateral (and/or, in the case of a Disposition consisting of the sale or disposition of all or substantially all of the equity interests or assets of any Obligor, release such Obligor from its obligations under the relevant Documents), to the extent the Disposition of such Collateral is either by (i) the Revolving Lender First Lien Agents or its their agents or representatives or (ii) an any Obligor with the consent of the Revolving LenderFirst Lien Creditors, (b) be deemed to have consented under the applicable Second Lien Documents to such Disposition and to have waived the provisions of the applicable Documents to the extent necessary to permit such transaction and , in the case of a Release Event as to Revolving Credit Priority Collateral, be deemed to have consented to such Release Event free and clear of BFI’s the Second Lien Agent's Liens (it being understood that BFI the Second Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Revolving Credit Priority Collateral) and to have waived the provisions of the Second Lien Documents (other than this Agreement) to the extent necessary to permit such transaction and (c) deliver such Release Documents and take such further actions as the Priority Secured Creditor First Lien Agents may reasonably require in connection therewith; provided that, (i) such release by BFI the Second Lien Creditors shall not extend to or otherwise affect any of the rights of BFI the Second Lien Creditors to the proceeds from any such Disposition of such Revolving Credit Priority Collateral, and (ii) the Revolving Lender First Lien Creditors shall promptly apply such proceeds to permanently pay the First Lien Obligations until the same have been Paid in Full, (iii) after such application, any excess proceeds from such Disposition shall be applied in accordance with the provisions of Section 2.4 hereof and (iv) no such release and/or authorization documents shall be delivered (A) to any Obligor or (B) more than 2 Business Days prior to the date of the closing of the Disposition of such Disposition to Collateral; provided further that if the reduction closing of the Revolving Credit Obligations (which, to the extent proceeds of Dispositions from Enforcement Actions from and after the time of commencement Disposition of the Enforcement Actions culminating in Collateral subject to such Release Event exceed $500,000 in is not consummated within 30 days of the aggregateproposed date of closing or any agreement governing such Disposition is terminated, the First Lien Agents shall permanently reduce the Revolving Credit Obligations) and turn over any excess to BFI for application promptly return all Release Documents to the Term Loan Obligations. In the case of a Release Event with respect to all or substantially all of the equity interests or assets of any Revolving Obligor (other than a Revolving Borrower), upon the request of BFI, the Revolving Lender shall release such Revolving Obligor from its obligations under the Revolving Credit Documents (in the event that such Obligor will cease to be obligated in respect of the Term Loan Obligations) and execute such documents in order to effect such release as BFI shall requestSecond Lien Agent.

Release of Collateral Upon Release Event. The Junior Secured Creditor Each Second Lien Creditor, shall, at any time in connection with a Release Event with respect to any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral: (a) upon the request of the Revolving Lender Senior Agent with respect to Revolving Credit Priority the Collateral subject to such Release Event (which request will specify the principal proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith), release or otherwise terminate its Liens on such Collateral (and/or, in the case of a Permitted Collateral Sale consisting of the sale or disposition of all or substantially all of the equity interests or assets of any Guarantor, release such Guarantor from its obligations under the relevant Subordinated Indebtedness Documents), to the extent the Disposition of such Collateral is either by (i) the Revolving Lender Senior Agent or its agents or representatives or (ii) an any Obligor with the consent or at the direction of the Revolving LenderSenior Agent or the Lenders, (b) be deemed to have consented under the applicable Subordinated Indebtedness Documents to such Disposition and to have waived the provisions of the applicable Documents to the extent necessary to permit such transaction and , in the case of a Release Event as to Revolving Credit Priority Collateral, be deemed to have consented to such Release Event free and clear of BFI’s the Second Lien Creditors’ Liens (it being understood that BFI the Second Lien Creditors shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Revolving Credit Priority Collateral) and to have waived the provisions of the Subordinated Indebtedness Documents to the extent necessary to permit such transaction and (c) deliver such Release Documents and take such further actions as the Priority Secured Creditor Senior Agent may reasonably require in connection therewith; provided that, (i) such release by BFI the Second Lien Creditors shall not extend to or otherwise affect any of the rights of BFI the Second Lien Creditors to the proceeds from any such Disposition of such Revolving Credit Priority Collateral, and (ii) the Revolving Lender shall apply the proceeds of such Disposition to the reduction of the Revolving Credit Obligations (which, to the extent proceeds of Dispositions from Enforcement Actions from and after the time of commencement of the Enforcement Actions culminating in such Release Event exceed $500,000 in the aggregate, shall permanently reduce the Revolving Credit Obligations) and turn over any excess to BFI for application to the Term Loan Obligations. In the case of a Release Event with respect to all or substantially all of the equity interests or assets of any Revolving Obligor (other than a Revolving Borrower), upon the request of BFI, the Revolving Lender shall release such Revolving Obligor from its obligations under the Revolving Credit Documents (in the event that such Obligor will cease to be obligated in respect of the Term Loan Obligations) and execute such documents in order to effect such release as BFI shall request.