Common use of Release of Liens; Automatic Release of Junior Liens Clause in Contracts

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral; provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(ii) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured Obligations), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee agree for the benefit of Stream and the other Grantors that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral Trustee, as applicable, at any time receives: (i) an Officers’ Certificate stating that (A) the signing officers have read Article II of this Agreement and understand the provisions and the definitions relating hereto, (B) such officers have made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities), such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given following receipt of, and based solely on, the Officers’ Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trustee, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a salethat, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral or any such Senior Secured Obligations Collateral becoming Excluded Collateral under the ABL Debt Documents or Notes Documents, in each case subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other dispositiondisposition or any such Senior Secured Obligations Collateral becoming Excluded Collateral under the ABL Debt Documents or Notes Documents), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents (either pursuant to the terms of the Junior Documents or pursuant to a consent issued thereunder) or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral (including, if the Senior Secured Obligations Collateral is ABL First Lien Collateral, in connection with any liquidation of ABL Facility Collateral consented to by the ABL Agent); provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(iia) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured Obligations), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee agree for the benefit of Stream and the other Grantors each Pari Notes Debt Agent agrees that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral TrusteePari Notes Debt Agent, as applicable, at any time receives: (i) an Officers’ Officer’s Certificate from the relevant Grantor stating that (A) the signing officers have Officer has read Article II 2 of this Agreement and understand understands the provisions and the definitions relating hereto, (B) such officers have Officer has made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities)Officer, such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given promptly following receipt of, and based solely on, the Officers’ Officer’s Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Pari Notes Debt Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trusteeeach Pari Notes Debt Agent, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other the applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day Business Day (or such shorter period as shall be acceptable to the Representatives) after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Each Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents (either pursuant to the terms of the Junior Documents or pursuant to a consent issued thereunder) or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral (including, if the Senior Secured Obligations Collateral is ABL Priority Collateral, in connection with any liquidation or foreclosure sale of ABL Facility Collateral consented to by the ABL Agent); provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(iia) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured Obligations), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee agree for the benefit of Stream and the other Grantors each CF Debt Agent agrees that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral TrusteeCF Debt Agent, as applicable, at any time receives: (i) an Officers’ Officer’s Certificate from the relevant Grantor stating that (A) the signing officers have Officer has read Article II of this Agreement and understand understands the provisions and the definitions relating hereto, (B) such officers have Officer has made such examination or investigation as is necessary to enable ena- ble such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities)Officer, such conditions precedent, if any, have been complied with;; and (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given following receipt of, and based solely on, the Officers’ Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trusteeeach CF Debt Agent, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other the applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day Business Day (or such shorter period as shall be acceptable to the Representatives) after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Each Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long . Each Junior Representative hereby appoints the Senior Representative and any officer or duly authorized person of the Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the Discharge place and stead of ABL Debt Obligations has not occurredthe Junior Representative and in the name of the Junior Representative or in the Senior Representative’s own name, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantorfrom time to time, in the event that proceeds are received in connection with Senior Representative’s sole discretion, for the disposition purposes of carrying out the equity interests terms of this paragraph, to take any Grantor and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, desirable to accomplish the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such orderparagraph, if anyincluding any financing statements, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents assignments, releases or as a court other documents or instruments of competent jurisdiction may otherwise directtransfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens; Automatic Release of Junior Liens. (a) The Prior to the Discharge of Priority Lien Obligations, the Junior Representative Lien Representative, for itself and on behalf of each other Junior Lien Secured Obligations Secured Party agree that (i) Party, agrees that, in the event the Senior Secured Obligations Priority Lien Agent or the requisite Priority Lien Secured Parties under the Priority Lien Documents release their the Priority Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on (i) such Collateral are released and if such sale, transfer or other disposition either (A) release is then not prohibited by permitted under the Junior Documents or Lien Documents, (Bii) occurs such release is effected in connection with the Priority Lien Agent’s foreclosure upon upon, or other exercise of rights and or remedies with respect to, such Collateral, or (iii) such release is effected in connection with a sale or other Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the requisite Priority Lien Secured Parties under the Priority Lien Documents shall have consented to such Senior Secured Obligations sale or Disposition of such Collateral; provided that that, in the case of each of clauses (i), (ii) and (iii), the Junior Liens on such Junior Lien Collateral shall attach to (and shall remain in place with respect subject and subordinate to all Priority Liens securing Priority Lien Obligations, subject to the Priority Lien Cap) any proceeds of a sale, transfer or other disposition under this clause (a)(ii) Disposition of Collateral not paid to the Priority Lien Secured Parties or that remain after the associated Discharge of Senior Secured Debt Priority Lien Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured Obligations), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee agree for the benefit of Stream and the other Grantors that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral Trustee, as applicable, at any time receives: (i) an Officers’ Certificate stating that (A) the signing officers have read Article II of this Agreement and understand the provisions and the definitions relating hereto, (B) such officers have made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities), such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Junior Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given following receipt of, and based solely on, the Officers’ Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trustee, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative Priority Lien Agent to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as 4.01 and hereby appoints the Discharge of ABL Debt Obligations has not occurredPriority Lien Agent, whether and any officer or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition agent of the equity interests Priority Lien Agent, with full power of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateralsubstitution, the portion attorney-in-fact of such proceeds each Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.01 and taking any action and executing any instrument that shall may be deemed necessary or advisable to be proceeds of ABL First Lien Collateral consisting of accounts for accomplish the purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account Section 4.01, which appointment is irrevocable and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, coupled with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise directan interest.

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Se-cured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (but in the case of clause (B) below, regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents (either pursuant to the terms of the Junior Documents or pursuant to a consent issued thereunder) or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral (including, if the Senior Secured Obligations Collateral is ABL First Lien Collateral, in connection with any liquidation of ABL Facility Collateral consented to by the ABL Agent); provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(iia) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured Obligations), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee agree for the benefit of Stream and the other Grantors each Pari Term Loan Debt Agent agrees that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral TrusteeTerm Loan Agent, as applicable, at any time receives: (i) an Officers’ Officer’s Certificate stating that (A) the signing officers have officer has read Article II 2 of this Agreement and understand understands the provisions and the definitions relating hereto, (B) such officers have officer has made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities)officer, such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time anytime after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given promptly following receipt of, and based solely on, the Officers’ Officer’s Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Pari Term Loan Debt Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trusteeeach Pari Term Loan Debt Agent, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other the applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day (or such shorter period as shall be acceptable to the Representatives) after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Each Junior Representative and each other Junior Secured Obligations Secured Party agree agrees that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such sale, transfer or other disposition will be free and clear of any Junior Lien on such Junior Secured Obligations Collateral securing the applicable Junior Secured Obligations Collateral and, upon consummation of such sale, transfer or other disposition, the Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if so long as such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with any private or public sale of all or any portion of the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations CollateralCollateral in connection with exercise of secured creditor remedies by the Senior Representative, acting on behalf of the applicable Senior Secured Obligations Secured Parties; provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(iia) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets Deposit Account that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected by control with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured Obligations), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee and the Secured Debt Representatives (if any) certifying that all such consents have been obtainedDocuments. (b) The ABL Agent and the Noteholder Collateral Trustee agree for the benefit of Stream and the other Grantors each Fixed Assets Debt Agent agrees that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral Trusteesuch Fixed Assets Debt Agent, as applicable, at any time receives: (i) an Officers’ Officer’s Certificate from the relevant Grantor stating that (A) the signing officers have Officer has read Article II 2 of this Agreement and understand understands the provisions and the definitions relating hereto, (B) such officers have Officer has made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities)Officer, such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the each Junior Representative) (such confirmation to be given promptly following receipt of, and based solely on, the Officers’ Officer’s Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Fixed Assets Debt Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trusteeeach Fixed Assets Debt Agent, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other the applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day Business Day (or such shorter period as shall be acceptable to the Representatives) after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Each Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents (either pursuant to the terms of the Junior Documents or pursuant to a consent issued thereunder) or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral; provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(ii) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured ObligationsCollateral), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream ATD has delivered an Officers’ Officer’s Certificate to the ABL Agent, the Noteholder Collateral Trustee Agent and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee Agent agree for the benefit of Stream and the other Grantors that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral TrusteeAgent, as applicable, at any time receives: (i) an Officers’ Officer’s Certificate stating that (A) the signing officers have officer has read Article II 2 of this Agreement and understand understands the provisions and the definitions relating hereto, (B) such officers have officer has made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities)officer, such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given promptly following receipt of, . and based solely on, the Officers’ Officer’s Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Noteholder Lien Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral TrusteeAgent, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other the applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day (or such shorter period as shall be acceptable to the Representatives) after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (but in the case of clause (B) below, regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents (either pursuant to the terms of the Junior Documents or pursuant to a consent issued thereunder) or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral (including, if the Senior Secured Obligations Collateral is ABL First Lien Collateral, in connection with any liquidation of ABL Facility Collateral consented to by the ABL Agent); provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(iia) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured Obligations), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee agree for the benefit of Stream and the other Grantors each Pari Term Loan Debt Agent agrees that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral TrusteeTerm Loan Agent, as applicable, at any time receives: (i) an Officers’ Officer’s Certificate stating that (A) the signing officers have officer has read Article II 2 of this Agreement and understand understands the provisions and the definitions relating hereto, (B) such officers have officer has made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities)officer, such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time anytime after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given promptly following receipt of, and based solely on, the Officers’ Officer’s Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Pari Term Loan Debt Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trusteeeach Pari Term Loan Debt Agent, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other the applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day (or such shorter period as shall be acceptable to the Representatives) after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents (either pursuant to the terms of the Junior Documents or pursuant to a consent issued thereunder) or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral; provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(ii) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured ObligationsCollateral), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream PGI has delivered an Officers’ Officer’s Certificate to the ABL Agent, the Noteholder Collateral Trustee Agent and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee Agent agree for the benefit of Stream and the other Grantors that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral TrusteeAgent, as applicable, at any time receives: (i) an Officers’ Officer’s Certificate stating that (A) the signing officers have officer has read Article II 2 of this Agreement and understand understands the provisions and the definitions relating hereto, (B) such officers have officer has made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities)officer, such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given promptly following receipt of, and based solely on, the Officers’ Officer’s Certificate described in clause (i) above) that), in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Noteholder Lien Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral TrusteeAgent, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other the applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day (or such shorter period as shall be acceptable to the Representative) after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a salethat, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral or any such Senior Secured Obligations Collateral becoming Excluded Collateral under the ABL Debt Documents or Term Loan Documents, in each case subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other dispositiondisposition or any such Senior Secured Obligations Collateral becoming Excluded Collateral under the ABL Debt Documents or Term Loan Documents), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents (either pursuant to the terms of the Junior Documents or pursuant to a consent issued thereunder) or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral (including, if the Senior Secured Obligations Collateral is ABL First Lien Collateral, in connection with any liquidation of ABL Facility Collateral consented to by the ABL Agent); provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(iia) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured Obligations), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee agree for the benefit of Stream and the other Grantors each Pari Term Loan Debt Agent agrees that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral TrusteePari Term Loan Debt Agent, as applicable, at any time receives: (i) an Officers’ Officer’s Certificate from the relevant Grantor stating that (A) the signing officers have Officer has read Article II 2 of this Agreement and understand understands the provisions and the definitions relating hereto, (B) such officers have Officer has made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities)Officer, such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given promptly following receipt of, and based solely on, the Officers’ Officer’s Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Pari Term Loan Debt Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trusteeeach Pari Term Loan Debt Agent, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other the applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day Business Day (or such shorter period as shall be acceptable to the Representatives) after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral; provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(ii) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured ObligationsCollateral), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made (it being understood that this Section 2.05 shall not affect any other obligation of the Junior Secured Obligations Secured Parties to any other Person, including a Loan Party, to release Liens pursuant to the Junior Documents or the Junior Secured Obligations Security Documents or otherwise) unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream Holdings has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee Revolving Facility Agent and the Secured Debt Representatives (if any) Shared Obligations Agents certifying that all such consents have been obtained. (b) The ABL Revolving Facility Agent and the Noteholder Collateral Trustee Shared Obligations Agents agree for the benefit of Stream Holdings and the other Grantors that, with respect to the release of any Collateral, if the ABL Revolving Facility Agent or Noteholder Collateral Trusteethe Designated Shared First Lien Representative, as applicable, at any time receives: (i) an Officers’ Certificate stating that (A) the signing officers have read Article II of this Agreement Section 2.05(b) and understand the provisions and the definitions relating hereto, (B) such officers have made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement Section 2.05(b) and all other Secured Documents, if any, relating to the release of such Collateral have been (or will be substantially simultaneously with the delivery of such certificate) complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities)officers, such conditions precedent, if any, have (or will be substantially simultaneously with the delivery of such certificate) been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Designated Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Designated Junior Representative) (such confirmation to be given following receipt of, and based solely on, the Officers’ Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Revolving Facility Obligations or the ABL Debt applicable Shared Obligations, as applicable, the holders of which such Representative represents; then the ABL Revolving Facility Agent or Noteholder Collateral Trusteethe Designated Shared First Lien Representative, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream Holdings or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth second business day after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Designated Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral; provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(ii) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured ObligationsCollateral), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made (it being understood that this Section 2.05 shall not affect any other obligation of the Junior Secured Obligations Secured Parties to any other Person, including a Loan Party, to release Liens pursuant to the Junior Documents or the Junior Secured Obligations Security Documents or otherwise) unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream Holdings has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee Revolving Facility Agent and the Secured Debt Representatives (if any) Term Facility Agent certifying that all such consents have been obtained. (b) The ABL Revolving Facility Agent and the Noteholder Collateral Trustee Term Facility Agent agree for the benefit of Stream Holdings and the other Grantors that, with respect to the release of any Collateral, if the ABL Revolving Facility Agent or Noteholder Collateral TrusteeTerm Facility Agent, as applicable, at any time receives: (i) an Officers’ Certificate stating that (A) the signing officers have read Article II 2 of this Agreement and understand the provisions and the definitions relating hereto, (B) such officers have made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities)officers, such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given following receipt of, and based solely on, the Officers’ Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Revolving Facility Obligations or the ABL Debt Term Facility Obligations, as applicable, the holders of which such Representative represents; then the ABL Revolving Facility Agent or Noteholder Collateral TrusteeTerm Facility Agent, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream Holdings or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth second business day after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral; provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(ii) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured ObligationsCollateral), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream has the Issuers have delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee agree for the benefit of Stream the Issuers and the other Grantors that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral Trustee, as applicable, at any time receives: (i) an Officers’ Certificate stating that (A) the signing officers have read Article II 2 of this Agreement and understand the provisions and the definitions relating hereto, (B) such officers have made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities)officers, such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given following receipt of, and based solely on, the Officers’ Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trustee, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream the Issuers or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically automatically, unconditionally and without further action action, unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the any Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents)) cease ceases to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral; provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(ii) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing in accordance with the terms of the Senior Secured Obligationsthis Agreement), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream Holdings has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee agree for the benefit of Stream Holdings and the other Grantors that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral Trustee, as applicable, at any time receives: (i) an Officers’ Certificate stating that (A) the signing officers have read Article II 2 of this Agreement and understand the provisions and the definitions relating hereto, (B) such officers have made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in to the opinion best knowledge of such officers (in their capacities as such and not in their individual capacities)officers, such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative Representative, not to be unreasonably withheld or delayed (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given promptly following receipt of, and based solely on, the Officers’ Certificate described in clause (i) above) that, in its viewreasonable judgment, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trustee, as applicable, will promptly execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream Holdings or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree that (i) in the event the Senior Secured Obligations Secured Parties release their Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on such Collateral are released and if such sale, transfer or other disposition either (A) is then not prohibited by the Junior Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Senior Secured Obligations Collateral; provided that such Junior Lien shall remain in place with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(ii) that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured ObligationsCollateral), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made (it being understood that this Section 2.05 shall not affect any other obligation of the Junior Secured Obligations Secured Parties to any other Person, including a Loan Party, to release Liens pursuant to the Junior Documents or the Junior Secured Obligations Security Documents or otherwise) unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream Holdings has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee Revolving Facility Agent and the Secured Debt Representatives (if any) Shared Obligations Agents certifying that all such consents have been obtained. (b) The ABL Agent and the Noteholder Collateral Trustee agree for the benefit of Stream and the other Grantors that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral Trustee, as applicable, at any time receives: (i) an Officers’ Certificate stating that (A) the signing officers have read Article II of this Agreement and understand the provisions and the definitions relating hereto, (B) such officers have made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities), such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given following receipt of, and based solely on, the Officers’ Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trustee, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral and Noteholder First Lien Collateral, the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting of accounts for purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise direct.

Release of Liens; Automatic Release of Junior Liens. (a) The Prior to the Discharge of First Lien Obligations (other than Excess First Lien Obligations), the Junior Representative Lien Collateral Agent, for itself and on behalf of each other Junior Lien Secured Obligations Secured Party agree that (i) in Party, agrees that, if the event First Lien Collateral Agent or the Senior Secured Obligations requisite First Lien Secured Parties under the First Lien Documents release their the First Lien on any Senior Secured Obligations Collateral subject to any Junior Lien pursuant to the terms contained in this Agreement (other than a release in connection with a sale, transfer or other disposition of Senior Secured Obligations Collateral, which shall be governed by clause (a)(ii) below), such Junior Lien on such Collateral shall terminate and be released automatically and without further action unless, at the time of such release by the Senior Secured Obligations Secured Parties, an Event of Default shall then have occurred and be continuing under the Junior Documents (provided that any Junior Lien that would have otherwise been released and terminated pursuant to this clause (a)(i) in the absence of such an Event of Default under the Junior Documents shall terminate and be released automatically and without further action when such Event of Default (and all other Events of Default under the Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or other disposition of Senior Secured Obligations Collateral subject to any Junior Lien (regardless of whether or not an Event of Default has occurred and is continuing under the Junior Documents at the time of such sale, transfer or other disposition), such Junior Lien on such Collateral shall terminate and be released automatically and without further action if the applicable Senior Liens on (i) such Collateral are released and if such sale, transfer or other disposition either (A) release is then not prohibited by permitted under the Junior Documents or Lien Documents, (Bii) occurs such release is effected in connection with the First Lien Collateral Agent’s foreclosure upon upon, or other exercise of rights and or remedies with respect to, such Collateral, or (iii) such release is effected in connection with a sale or other Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the requisite First Lien Secured Parties under the First Lien Documents shall have consented to such Senior Secured Obligations sale or Disposition of such Collateral; provided that provided, however, that, in the case of each of clauses (i), (ii) and (iii) above, the Junior Liens on such Collateral securing the Junior Lien Obligations shall remain in place (and shall remain subject and subordinate to all First Liens securing First Lien Obligations, subject to the First Lien Cap, and all Junior Liens securing Junior Lien Obligations) with respect to any proceeds of a sale, transfer or other disposition under this clause (a)(ii) Disposition of Collateral not paid to the First Lien Secured Parties or that remain after the associated Discharge of Senior Secured Debt Obligations. In addition, for the avoidance of doubt, the Junior Representative and each Junior Secured First Lien Obligations Secured Party agree that, with respect to any property or assets that would otherwise constitute Senior Secured Obligations Collateral, the requirement that a Junior Lien attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Senior Lien attach to, or be perfected with respect to, such property or assets is waived by the Senior Secured Obligations Secured Parties (or the Senior Representative) in accordance with the Senior Documents and so long as no Event of Default under the Junior Documents shall have occurred, be continuing or would result therefrom at such time. Notwithstanding the foregoing, in the event of release of Liens by the Senior Secured Obligations Secured Parties on all or substantially all of the Senior Secured Obligations Collateral (other than when such release occurs in connection with the Senior Secured Obligations Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral or any refinancing of the Senior Secured Excess First Lien Obligations), no release of the Junior Lien on such Senior Secured Obligations Collateral under this Section 2.05 shall be made unless (A) consent to the release of such Junior Liens has been given by the requisite percentage or number of the Junior Secured Obligations Secured Parties at the time outstanding as provided for in the applicable Junior Documents and (B) Stream has delivered an Officers’ Certificate to the ABL Agent, the Noteholder Collateral Trustee and the Secured Debt Representatives (if any) certifying that all such consents have been obtained. (b) The ABL Junior Lien Collateral Agent and the Noteholder Collateral Trustee agree for the benefit of Stream and the other Grantors that, with respect to the release of any Collateral, if the ABL Agent or Noteholder Collateral Trustee, as applicable, at any time receives: (i) an Officers’ Certificate stating that (A) the signing officers have read Article II of this Agreement and understand the provisions and the definitions relating hereto, (B) such officers have made such examination or investigation as is necessary to enable such Persons to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Documents, if any, relating to the release of such Collateral have been complied with and (C) in the opinion of such officers (in their capacities as such and not in their individual capacities), such conditions precedent, if any, have been complied with; (ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (iii) prior to the associated Discharge of Senior Secured Debt Obligations, the written confirmation of the applicable Senior Representative (or, at any time after the associated Discharge of Senior Secured Debt Obligations, the Junior Representative) (such confirmation to be given following receipt of, and based solely on, the Officers’ Certificate described in clause (i) above) that, in its view, such release is permitted by Section 2.05(a) and the respective Secured Documents governing the Priority Lien Obligations or the ABL Debt Obligations, as applicable, the holders of which such Representative represents; then the ABL Agent or Noteholder Collateral Trustee, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Stream or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth business day after the date of receipt of the items required by this Section 2.05(b) by the applicable Representative. (c) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative First Lien Collateral Agent to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section 2.05. (d) So long as 4.01 and hereby appoints the Discharge of ABL Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Stream or any other Grantor, in the event that proceeds are received in connection with the disposition of the equity interests of any Grantor or a disposition of Collateral that directly or indirectly involves a combination of ABL First Lien Collateral Agent, and Noteholder First Lien Collateral, any officer or agent of the portion of such proceeds that shall be deemed to be proceeds of ABL First Lien Collateral consisting Agent, with full power of accounts substitution, the attorney-in-fact of each Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.01 and taking any action and executing any instrument that may be necessary or advisable to accomplish the purposes of this Agreement shall be that portion of such proceeds equal to the face value of each such account Section 4.01, which appointment is irrevocable and shall be delivered to the ABL Agent to be applied or further distributed by the ABL Agent to or on account of the ABL Debt Obligations in such order, if any, as specified in the relevant ABL Debt Documents. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Noteholder Collateral Trustee any Collateral and proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, coupled with any necessary endorsements, to be applied by the Noteholder Collateral Trustee to the Priority Lien Obligations in such order as specified in the Priority Lien Security Documents or as a court of competent jurisdiction may otherwise directan interest.