Common use of Release of Liens Clause in Contracts

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release.

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being releasedin connection with a refinancing as described in Section 5.2(c)), or (B) upon (any sale, transfer or obligations other disposition of all or any portion of the Loan Parties ABL Priority Collateral (other than in respect of) all interests retained connection with a refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the Loan ABL Documents or consented to by the requisite ABL Lenders, irrespective of whether an Event of Default has occurred, the Term Agent agrees, on behalf of itself and the Term Secured Parties that, so long as the Term Agent, for the benefit of the Term Secured Parties, including shall retain a Lien on the proceeds of any such sale, all of which shall continue transfer or other disposition (to constitute part the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.1(b) hereof), such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Term Obligations, and the Term Agent’s and the Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral. At the request In furtherance of, and sole expense of each Loan Party following any such releasesubject to, the Administrative foregoing, the Term Agent shall deliver to such Loan Party agrees that it will promptly execute any Collateral held and all Lien releases or other documents reasonably requested by the Administrative ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being releasedin connection with a refinancing as described in Section 5.2(c) upon hereof), or (B) any sale, transfer or obligations other disposition of all or any portion of the Loan Parties ABL Priority Collateral (other than in respect ofconnection with a refinancing as described in Section 5.2(c) all interests retained hereof), so long as such sale, transfer or other disposition is then permitted by the Loan ABL Documents or consented to by the requisite ABL Lenders, irrespective of whether an Event of Default has occurred, each of the Term Agents agrees, on behalf of itself and the relevant Term Secured Parties that, so long as such Term Agent, for the benefit of the relevant Term Secured Parties, including shall retain a Lien on the proceeds of any such sale, all of which shall continue transfer or other disposition (to constitute part the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.1(b) hereof), such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Term Obligations, and each of the Term Agents’ and the Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral. At the request In furtherance of, and sole expense of each Loan Party following any such releasesubject to, the Administrative foregoing, each Term Agent shall deliver to such Loan Party agrees that it will promptly execute any Collateral held and all Lien releases or other documents reasonably requested by the Administrative ABL Agent in connection therewith. Each Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Term Agent and in the name of such Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize In the Administrative Agentevent of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, at its option and (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in its sole discretionconnection with any Exercise of Secured Creditor Remedies, to so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any Liens granted portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the Administrative applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent by agrees, for and on behalf of itself and the Loan Parties on Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any Collateral such sale, if any, described in clause (iA) upon the termination above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the all CommitmentsLiens securing the Senior Priority Obligations, payment such sale or release will be free and satisfaction in full in cash clear of all the Liens on such Collateral securing the Junior Priority Obligations and (other than y) such Junior Priority Secured Parties’ Liens with respect to the Contingent Obligations)Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash collateralization of any outstanding Letters of Credit proceeds, if any, from such sale described in a manner satisfactory to the Issuing Lender, clause (iiA) constituting property being sold or disposed of if the Loan Party disposing above of such property certifies to the Administrative Agent that the sale or disposition is made Collateral are applied in compliance accordance with the terms of this Agreement Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (and which appointment, being coupled with an interest, is irrevocable). Until the Administrative Agent may rely conclusively on any such certificateDischarge of Senior Priority Obligations, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, later reinstated or (ivii) as required to effect obtain any sale or other disposition new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such releaseCollateral.

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by the ABL Agent or any Disposition by the ABL Loan Parties with the consent of the Administrative ABL Agent while an Event of Default under the ABL Documents has occurred and is continuing (so long as the Lenders pursuant to proceeds of such sale or Disposition are applied in accordance with Section 8. In addition4.1(b)), the Administrative Agent may in its discretionor (B) any sale, release its Liens on Collateral valued in the aggregate not in excess transfer or other Disposition of $10,000,000 during all or any calendar year without the prior written authorization portion of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens ABL Priority Collateral (other than those expressly being released) upon (in connection with an Amendment or obligations Refinancing as described in Section 5.2(c)), so long as such sale, transfer or other Disposition is then permitted by the ABL Documents and the Term Documents or consented to by the requisite ABL Lenders and the requisite Term Lenders, as applicable, each Term Agent agrees, on behalf of itself and the applicable Term Secured Parties that such sale, transfer or other Disposition will be free and clear of the Loan Parties in Liens on such ABL Priority Collateral securing the applicable Term Obligations, and such Term Agent’s and the applicable Term Secured Parties’ Liens with respect of) all interests retained by to the Loan ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral; provided, including that the proceeds Liens of the parties shall attach to the Proceeds of any sale, all of which shall continue to constitute part such Disposition of the CollateralABL Priority Collateral with the same relative priority as the Liens which attached to the ABL Priority Collateral so released. At the request In furtherance of, and sole expense of each Loan Party following any such releasesubject to, the Administrative foregoing, each Term Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and agrees that it will promptly execute and deliver to such Loan Party such any and all Lien releases or other documents as such Loan Party shall reasonably request to evidence such releaserequested by the ABL Agent in connection therewith.

Release of Liens. The Lenders hereby irrevocably authorize (1) In the Administrative Agent, at its option event of any private or public sale or other disposition of all or any portion of the Collateral by First Lien Agent or First Lien Co-Agent after the occurrence and in its sole discretion, to release any Liens granted during the continuance of a First Lien Default (and prior to the Administrative date upon which the Discharge of First Lien Indebtedness shall have occurred) in connection with the liquidation by First Lien Agent by the Loan Parties on or First Lien Co-Agent of all or any Collateral (i) upon the termination material portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), Collateral and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold collection by First Lien Agent or disposed of if the Loan Party disposing of such property certifies to the Administrative First Lien Co-Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, First Lien Indebtedness through the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with (whether prior to or after the occurrence of an Insolvency Proceeding) (any exercise such sale or other disposition, a "First Lien Lender Sale"), then Second Lien Agent, on behalf of remedies itself and the Second Lien Lenders, agrees that such First Lien Lender Sale will be free and clear of the Administrative Liens securing the Second Lien Indebtedness (and, if the First Lien Lender Sale includes Equity Interests in any Obligor, Second Lien Agent, on behalf of itself and the Second Lien Lenders, further agrees to release the entities whose Equity Interests are sold from all Second Lien Indebtedness); provided that (x) First Lien Agent, First Lien Co-Agent and the First Lien Lenders pursuant to Section 8. In additionalso release their Liens on such Collateral (and, if the First Lien Lender Sale includes Equity Interests in any Obligor, the Administrative Agent may in its discretionentities whose Equity Interests are sold from all First Lien Indebtedness), release its Liens on Collateral valued in (y) the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds Proceeds of any salesuch First Lien Lender Sale are applied in accordance with Section 9, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative (z) First Lien Agent or First Lien Co-Agent shall deliver to have conducted such Loan Party any Collateral held by First Lien Lender Sale in a commercially reasonable manner and in accordance with the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such releaseUCC.

Release of Liens. The Lenders hereby irrevocably authorize Without limiting any release permitted under the Administrative AgentBase Intercreditor Agreement, at its option and in its sole discretionthe event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, to (B) any sale, transfer or other disposition of all or any portion of the Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any Liens granted portion of the Collateral which release under Clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the Administrative applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent by agrees, for and on behalf of itself and the Loan Parties on Junior Priority Creditors represented thereby, that (x) so long as, if applicable, the net cash proceeds of any Collateral such sale, if any, described in clause (iA) upon the termination above are applied as provided in Section 4.1 of the all CommitmentsBase Intercreditor Agreement as supplemented by Section 4.1 hereof, payment such sale or release will be free and satisfaction in full in cash clear of all the Liens on such Collateral securing the Junior Priority Obligations and (other than y) such Junior Priority Secured Parties’ Liens with respect to the Contingent Obligations)Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash collateralization of any outstanding Letters of Credit proceeds, if any, from such sale described in a manner satisfactory to the Issuing Lender, clause (iiA) constituting property being sold or disposed of if the Loan Party disposing above of such property certifies to the Administrative Agent that the sale or disposition is made Collateral are applied in compliance accordance with the terms of this Agreement (Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Administrative Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent may rely conclusively on and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any such certificate, without further inquiry), and all appropriate action and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders In the event of any private or public sale of all or any portion of the ABL Collateral (other than in connection with a refinancing as described in Section 5.2(d)) permitted by the ABL Documents or consented to by the requisite ABL Lenders, the Shared Collateral Agents agree, on behalf of the Shared Collateral Secured Parties that such sale will be free and clear of the Liens on such ABL Collateral securing the Shared Collateral Obligations, and the Shared Collateral Agents’ and the Shared Collateral Secured Parties’ Liens with respect to the ABL Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Collateral; provided that in the case of a disposition in connection with an Exercise of Secured Creditor Remedies with respect to ABL Collateral, any Proceeds thereof not applied to repay ABL Obligations shall be subject to the Liens securing the Shared Collateral Obligations and shall be applied pursuant to this Agreement and the Shared Collateral Intercreditor Agreement. In furtherance of, and subject to, the foregoing, the Shared Collateral Agents agree that they will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. Each Shared Collateral Agent hereby irrevocably authorize appoints the Administrative ABL Agent and any officer or duly authorized person of the ABL Agent, at with full power of substitution, as its option true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Shared Collateral Agent and in its the name of such Shared Collateral Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, to release any Liens granted to for the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination purposes of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with carrying out the terms of this Agreement (paragraph, to take any and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), all appropriate action and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Priority Collateral Documents or (C) the release of the ABL Collateral Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the date upon which the Discharge of ABL Collateral Obligations shall have occurred and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), (x) the Term Loan Agent agrees, on behalf of itself and the Term Loan Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Term Loan Obligations, and the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each of the Term Loan Agent and any Additional Term Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Lenders pursuant ABL Collateral Representative in connection therewith. Each of the Term Loan Agent and any Additional Term Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Collateral Representative’s own name, from time to Section 8time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). In additionthe event of any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the Administrative Agent may net cash proceeds of any such sale, if any, are applied as provided in its discretionSection 4.1 hereof), such sale or release will be free and clear of its Liens on such ABL Priority Collateral valued securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the aggregate not place and stead of such Party and in excess the name of $10,000,000 during such Party or in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) and all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue appropriate action and to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all CommitmentsABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Agent, payment and satisfaction in full in cash (B) any sale, transfer or other disposition of all Obligations or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or (other than C) the Contingent Obligationsrelease of the ABL Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, so long as such release shall have been approved by the requisite ABL Lenders (as determined pursuant to the ABL Documents), in the case of clauses (B) and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (iiC) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and only to the extent prior to the date upon which the Discharge of ABL Obligations shall have occurred and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), each Cash Flow Collateral Agent agrees, on behalf of itself and the Cash Flow Collateral Secured Parties represented thereby, that so long as the property being sold or disposed net cash proceeds of constitutes 100% any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Capital Stock Liens on such ABL Priority Collateral securing the Cash Flow Collateral Obligations, and Liens of a Subsidiaryeach Cash Flow Collateral Agent and the Cash Flow Collateral Secured Parties represented thereby with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the Administrative foregoing, each Cash Flow Collateral Agent is authorized to release agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral described in connection clause (A) above are applied in accordance with the terms of this Agreement. Each Cash Flow Collateral Agent hereby appoints the ABL Agent and any exercise of remedies officer or duly authorized person of the Administrative Agent ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the Lenders pursuant place and stead of such Party and in the name of such Party or in the ABL Agent’s own name, from time to Section 8. In additiontime, in the Administrative Agent may in its ABL Agent’s sole discretion, release its Liens on Collateral valued in for the aggregate not in excess purposes of $10,000,000 during carrying out the terms of this paragraph, to take any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) and all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue appropriate action and to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Agent (other than in connection with a refinancing as described in Section 5.2(c)), (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with a refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or shall have been approved by the requisite ABL Lenders or (C) the release of the ABL Secured Parties’ Lien on all or any portion of the ABL Priority Collateral (other than in connection with a sale, transfer or other disposition as described in clauses (A) and (B) above), so long as such release is then permitted by the ABL Documents or shall have been approved by the requisite ABL Lenders, in the case of clause (C) only to the extent prior to the date upon which the Discharge of ABL Obligations shall have occurred and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), the Term Agent agrees, on behalf of itself and the Term Lenders, such sale, transfer, other disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Term Obligations, and the Term Agent’s and the Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Lenders Term Agent hereby irrevocably authorize appoints the Administrative ABL Agent and any officer or duly authorized person of the ABL Agent, at with full power of substitution, as its option true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Term Agent and in its the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to release take any Liens granted and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the Administrative Agent by the Loan Parties on purposes of this paragraph, including any Collateral financing statements, endorsements, assignments, releases or other documents or instruments of transfer (i) upon the termination of the all Commitmentswhich appointment, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligationsbeing coupled with an interest, is irrevocable), and the cash collateralization of . All proceeds realized from any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made shall be applied to the ABL Obligations or the Term Obligations in compliance accordance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release.

Release of Liens. The Lenders and Secured Parties hereby irrevocably authorize agree that the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (iA) in full, upon the occurrence of the Termination Date, (B) upon the termination sale or other disposition of the all Commitments, payment and satisfaction such Collateral (including as part of or in full in cash of all Obligations (connection with any other sale or other disposition permitted hereunder) to any Person other than the Contingent Obligations)another Credit Party, and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of extent such property certifies to the Administrative Agent that the sale or other disposition is made in compliance with the terms of this Agreement (and the Administrative Collateral Agent may rely conclusively on a certificate to that effect provided to it by any such certificate, Credit Party upon its reasonable request without further inquiry), and (C) to the extent that such Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (D) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 13.1), (E) to the extent the property being sold or disposed constituting such Collateral is owned by any Guarantor, upon the release of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party Guarantor from its obligations under the Security Documentsapplicable Guarantee (in accordance with the second following sentence), (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (ivF) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Collateral Agent and the Lenders pursuant to the Security Documents, (G) if such assets constitute Excluded Property or Excluded Stock or Stock Equivalents and (H) to the extent approved, authorized or ratified in writing in accordance with Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders13.1. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the CollateralCollateral except to the extent otherwise released in accordance with the provisions of the Credit Documents. At In addition, the Lenders and the Secured Parties hereby irrevocably agree that the Collateral Agent shall, at the request and sole expense of each Loan Party following the Parent Borrower, subordinate any such release, the Administrative Agent shall deliver Lien on any property granted to such Loan Party any Collateral or held by the Administrative AgentCollateral Agent under any Credit Document to the holder of any Lien permitted under clause (ii), and execute and deliver (vi) (solely with respect to such Loan Party such documents as such Loan Party shall reasonably request to evidence such releaseSection 10.1(d) and/or 10.1(v)), (viii), (ix) and/or (xlix) of the definition of Permitted Lien.

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (including upon termination or discharge of a subsidiary guarantee), so long as such sale, transfer or other disposition (or release or discharge) is then permitted by the ABL Documents or (C) the release of the ABL Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of ABL Obligations and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), (x) the First Lien Term Loan Agent agrees, on behalf of itself and the Lenders pursuant to Section 8. In additionFirst Lien Term Loan Secured Parties, that (so long as, if applicable, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the net cash proceeds of any such sale, all of which shall continue to constitute part if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Collateral. At Liens securing the request ABL Obligations), such sale, transfer, disposition or release will be free and sole expense clear of each the Liens on such ABL Priority Collateral securing the First Lien Term Loan Party following Obligations, and the First Lien Term Loan Agent’s and the First Lien Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action; (y) the Second Lien Term Loan Agent agrees, on behalf of itself and the Second Lien Term Loan Secured Parties, that (so long as, if applicable, the net cash proceeds of any such releasesale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the ABL Obligations) such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Term Loan Obligations, and the Second Lien Term Loan Agent’s and the Second Lien Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (z) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the Administrative net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the ABL Obligations) such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each of the First Lien Term Loan Agent, the Second Lien Term Loan Agent shall deliver to such Loan Party and any Collateral held Additional Term Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Administrative ABL Collateral Representative in connection therewith. Each of the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies of Secured Creditor Remedies by the Administrative ABL Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being releasedin connection with a refinancing as described in Section 5.2(c)) upon (or obligations after the occurrence and during the continuation of an Event of Default with the consent of the ABL Agent, including by any Loan Parties Party, or (B) in respect ofany circumstance not included in preceding clause (A), any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with a refinancing as described in Section 5.2(c)) all interests retained or with the consent of the ABL Agent, including by any Loan Party, so long as such sale, transfer or other disposition under this clause (B) is then permitted by the Loan ABL Documents and the Term Documents, the Term Agent agrees, on behalf of itself and the Term Secured Parties that, so long as the Term Agent, for the benefit of the Term Secured Parties, including shall retain a Lien on the proceeds of any such sale, all of which shall continue transfer or other disposition (to constitute part the extent that such proceeds are not applied to the ABL Obligations as provided in Section 4.1(b)), such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof) securing the Term Obligations, and the Term Agent’s and the Term Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral. At the request In furtherance of, and sole expense of each Loan Party following any such releasesubject to, the Administrative foregoing, the Term Agent shall deliver to such Loan Party agrees that it will promptly execute any Collateral held and all Lien releases or other documents reasonably requested by the Administrative ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all CommitmentsABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Agent, payment and satisfaction in full in cash (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or (C) the release of the ABL Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, so long as such release shall have been approved by the requisite ABL Lenders (as determined pursuant to the ABL Documents), in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of ABL Obligations shall have occurred and not in connection with a Discharge of ABL Obligations (other than and irrespective of whether an Event of Default has occurred), (x) the Contingent Note Agent agrees, on behalf of itself and the Noteholder Secured Parties, that so long as the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such ABL Priority Collateral securing the Note Obligations), and the Note Agent’s and the Noteholder Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Agent agrees, on behalf of itself and any Additional Creditors represented thereby, that so long as the net cash collateralization proceeds of any outstanding Letters such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale will be free and clear of Credit in a manner satisfactory the Liens on such ABL Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the Issuing LenderABL Priority Collateral so sold, (ii) constituting property being sold transferred, disposed or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (released shall terminate and the Administrative Agent may rely conclusively on any such certificate, be automatically released without further inquiry)action. In furtherance of, and to subject to, the extent that the property being sold or disposed of constitutes 100% foregoing, each of the Capital Stock of a SubsidiaryNote Agent and any Additional Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith, so long as the Administrative Agent is authorized to release net cash proceeds, if any, from such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral described in connection clause (A) above are applied in accordance with any exercise the terms of remedies this Agreement. Each of the Administrative Note Agent and any Additional Agent hereby appoints the Lenders pursuant ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Agent’s own name, from time to Section 8. In additiontime, in the Administrative Agent may in its ABL Agent’s sole discretion, release its Liens on Collateral valued in for the aggregate not in excess purposes of $10,000,000 during carrying out the terms of this paragraph, to take any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) and all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue appropriate action and to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize Without limiting any release permitted under the Administrative AgentBase Intercreditor Agreement, at its option and in its sole discretionthe event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, to (B) any sale, transfer or other disposition of all or any portion of the Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, (C) the release of the Senior Priority Secured Parties’ Liens on all or any Liens granted portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the Administrative Agent by applicable Senior Priority Documents), in the Loan Parties on any Collateral case of clauses (iB) upon and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred) or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 of the all CommitmentsBase Intercreditor Agreement as supplemented by Section 4.1 hereof and there is a corresponding release of the Liens securing the Senior Priority Obligations, payment such sale, transfer, disposition or release will be free and satisfaction in full in cash clear of all the Liens on such Collateral securing the Junior Priority Obligations and (other than y) such Junior Priority Secured Parties’ Liens with respect to the Contingent Obligations)Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash collateralization of any outstanding Letters of Credit proceeds, if any, from such sale described in a manner satisfactory to the Issuing Lender, clause (iiA) constituting property being sold or disposed of if the Loan Party disposing above of such property certifies to the Administrative Agent that the sale or disposition is made Collateral are applied in compliance accordance with the terms of this Agreement (Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Administrative Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent may rely conclusively on and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any such certificate, without further inquiry), and all appropriate action and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize Without limiting any release permitted under the Administrative AgentBase Intercreditor Agreement, at its option and in its sole discretionthe event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, to (B) any sale, transfer or other disposition of all or any portion of the Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any Liens granted portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the Administrative applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent by agrees, for and on behalf of itself and the Loan Parties on Junior Priority Creditors represented thereby, that (x) so long as, if applicable, the net cash proceeds of any Collateral such sale, if any, described in clause (iA) upon the termination above are applied as provided in Section 4.1, such sale or release will be free and clear of the all CommitmentsLiens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, payment transferred, disposed or released shall terminate and satisfaction in full in cash of all Obligations (other than the Contingent Obligations)be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash collateralization of any outstanding Letters of Credit proceeds, if any, from such sale described in a manner satisfactory to the Issuing Lender, clause (iiA) constituting property being sold or disposed of if the Loan Party disposing above of such property certifies to the Administrative Agent that the sale or disposition is made Collateral are applied in compliance accordance with the terms of this Agreement (Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Administrative Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent may rely conclusively on and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any such certificate, without further inquiry), and all appropriate action and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize In the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization event of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold private or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any public sale or other disposition of all or any portion of the Collateral by or with the consent of the Senior Agent or the Senior Lenders at any time prior to the date upon which the Discharge of Senior Indebtedness shall have occurred constituting (a) a sale or other disposition of Collateral pursuant to an Exercise of Secured Creditor Remedies or a Default Disposition, (b) a sale or other disposition of Collateral permitted under the terms of the Senior Credit Agreement (whether or not an Event of Default has occurred and is continuing) and not prohibited by the terms of the Indenture Documents (other than any prohibition arising solely as the result of the existence of a default or an event of default under the Indenture Documents) or (c) a sale or other disposition of Collateral pursuant to an agreement between the Senior Agent and any Obligor to release the Senior Agent’s Lien on all or any portion of the Collateral, which release is not prohibited by the terms of the Indenture Documents (other than any prohibition arising solely as the result of the existence of a default or an event of default under the Indenture Documents), the Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, agrees that such sale or disposition will be free and clear of the Liens securing the Notes Obligations and, if the sale or other disposition includes Equity Interests in any Obligor, the Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, further agrees that the Noteholder Collateral Agent and the Noteholders shall release the entities whose Equity Interests are sold from all Notes Obligations so long as the Senior Agent and the Senior Lenders also release the entities whose Equity Interests are sold or disposed of from all Senior Indebtedness. The Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, agrees that, in connection with any exercise of remedies of such sale or other disposition, (i) the Administrative Noteholder Collateral Agent and the Lenders pursuant Noteholders shall execute any and all Lien releases or other agreements, instruments and other documents reasonably requested by the Senior Agent in connection with such sale or other disposition and (ii) the Senior Agent is authorized to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during file any calendar year without the prior written authorization and all UCC or PPSA Lien releases and/or terminations of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Noteholder Collateral Agent and/or any Noteholder in connection with such sale or other disposition. The Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, hereby irrevocably constitutes and appoints the Senior Agent and any officer or agent of the Senior Agent, with full power of substitution, as its and their true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Noteholder Collateral Agent and the Noteholders or in the Senior Agent’s own name, from time to time in the Senior Agent’s discretion, for the purpose of carrying out the terms of this Section 3, to take any and all appropriate action and to execute any and deliver all agreements, instruments and other documents that may be necessary to such Loan Party such documents as such Loan Party shall reasonably request to evidence such accomplish the purposes of this Section 3, including any endorsements or other instruments of transfer or release.

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all CommitmentsABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Agent, payment and satisfaction in full in cash (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or (C) the release of the ABL Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, so long as such release shall have been approved by the requisite ABL Lenders (as determined pursuant to the ABL Documents), in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of ABL Obligations shall have occurred and not in connection with a Discharge of ABL Obligations (other than and irrespective of whether an Event of Default has occurred), (x) the Contingent Note Agent agrees, on behalf of itself and the Noteholder Secured Parties, that so long as the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Note Obligations), and the Note Agent’s and the Noteholder Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Agent agrees, on behalf of itself and any Additional Creditors represented thereby, that so long as the net cash collateralization proceeds of any outstanding Letters such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale, transfer, disposition or release will be free and clear of Credit in a manner satisfactory the Liens on such ABL Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the Issuing LenderABL Priority Collateral so sold, (ii) constituting property being sold transferred, disposed or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (released shall terminate and the Administrative Agent may rely conclusively on any such certificate, be automatically released without further inquiry)action. In furtherance of, and to subject to, the extent that the property being sold or disposed of constitutes 100% foregoing, each of the Capital Stock of a SubsidiaryNote Agent and any Additional Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith, so long as the Administrative Agent is authorized to release net cash proceeds, if any, from such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral described in connection clause (A) above are applied in accordance with any exercise the terms of remedies this Agreement. Each of the Administrative Note Agent and any Additional Agent hereby appoints the Lenders pursuant ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Agent’s own name, from time to Section 8. In additiontime, in the Administrative Agent may in its ABL Agent’s sole discretion, release its Liens on Collateral valued in for the aggregate not in excess purposes of $10,000,000 during carrying out the terms of this paragraph, to take any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) and all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue appropriate action and to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative AgentIf, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on time any Shared Collateral (i) upon the termination of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased transferred to a Loan Party under a lease which has expired third party or been terminated otherwise disposed of, in a transaction permitted under this Agreementeach case, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any enforcement by the Applicable Collateral Agent in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the other Second Lien Collateral Agents for the benefit of each Series of Second Lien Claimholders (or in favor of such other Second Lien Claimholders if directly secured by such Liens) upon such Shared Collateral will automatically be released and discharged upon final conclusion of such disposition as and when, but only to the extent, such Liens of the Applicable Collateral Agent on such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to the priority set forth in this Agreement. If in connection with any such foreclosure or other exercise of remedies by the Applicable Collateral Agent, the Applicable Collateral Agent or related Applicable Representative of such Series of Second Lien Obligations releases any guarantor from its obligation under a guarantee of the Administrative Agent Series of Second Lien Obligations for which it serves as agent prior to a Discharge of such Series of Second Lien Obligations, such guarantor also shall be automatically released from its guarantee of all other Second Lien Obligations. If in connection with any such foreclosure or other exercise of remedies by the Applicable Collateral Agent, the equity interests of any Person are foreclosed upon or otherwise disposed of and the Lenders pursuant Applicable Collateral Agent releases its Lien on the property or assets of such Person, then the Liens of each other Second Lien Collateral Agent (or in favor of such other Second Lien Claimholders if directly secured by such Liens) with respect to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on any Shared Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization consisting of the Required Lenders. Any property or assets of such release shall not in any manner discharge, affect, or impair Person will be automatically released to the Obligations or any same extent as the Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the Applicable Collateral Agent are released; provided that any proceeds of any sale, all such equity interests foreclosed upon where the Applicable Collateral Agent releases its Lien on the assets of such Person on which shall continue to constitute part another Series of Second Lien Obligations holds a Lien on any of the Collateral. At the request and sole expense assets of each Loan Party following such Person (any such releaseassets, the Administrative Agent “Underlying Assets”) which Lien is released as provided in this sentence (any such Proceeds being referred to herein as “Equity Release Proceeds” regardless of whether or not such other Series of Second Lien Obligations holds a Lien on such equity interests so disposed of) shall deliver be applied pursuant to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such releasepriority set forth in this Agreement.

Release of Liens. The Lenders hereby irrevocably authorize (i) In the Administrative event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Agent (other than in connection with a refinancing as described in Section 5.2(c)) or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with a refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the ABL Documents and the First Lien Notes Documents, each of the First Lien Notes Agent, on behalf of itself, the First Lien Notes Secured Parties, and the Future Notes Indebtedness Secured Parties, agrees such sale, transfer, other disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the First Lien Notes Obligations, and the First Lien Notes Agent’s and the First Lien Notes Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically unconditionally and simultaneously released without further action. In furtherance of, and subject to, the foregoing, the First Lien Notes Agent agrees, at the Credit Parties’ expense, that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The First Lien Notes Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its option true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such First Lien Notes Agent and in its the name of such First Lien Notes Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to release take any Liens granted and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the Administrative Agent by the Loan Parties on purposes of this paragraph, including any Collateral financing statements, endorsements, assignments, releases or other documents or instruments of transfer (i) upon the termination of the all Commitmentswhich appointment, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligationsbeing coupled with an interest, is irrevocable), and the cash collateralization of . All proceeds realized from any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made shall be applied to the ABL Obligations or the First Lien Notes Obligations in compliance accordance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release.

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by the ABL Agent or with the consent of the Administrative ABL Agent (other than in connection with a refinancing as described in Section 5.2(c)), or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with a refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, irrespective of whether an Event of Default has occurred, each of the Cash Flow Agent, on behalf of itself and the Lenders Cash Flow Lenders, and each Junior Agent that becomes a party to this Agreement, for and on behalf of itself and the Junior Secured Parties represented thereby, agrees that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Cash Flow Obligations and the Junior Obligations, respectively, and the Cash Flow Agent’s and the Cash Flow Secured Parties’, and such Junior Agent’s and the applicable Junior Secured Parties’, Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral; provided that any proceeds of such ABL Priority Collateral shall be applied pursuant to Section 84.1(b). In additionfurtherance of, and subject to, the Administrative foregoing, the Cash Flow Agent may and each Junior Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Cash Flow Agent and each Junior Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Cash Flow Agent or such Junior Agent and in the name of the Cash Flow Agent or such Junior Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, release its Liens on Collateral valued in for the aggregate not in excess purposes of $10,000,000 during carrying out the terms of this paragraph, to take any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) and all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue appropriate action and to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Priority Collateral Documents or (C) the release of the ABL Collateral Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of ABL Collateral Obligations and not in connection with a Discharge of ABL Collateral Obligations (and irrespective of whether an Event of Default has occurred), (x) the Term Loan Agent agrees, on behalf of itself and the Term Loan Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof) such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Term Loan Obligations, and the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof) such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each of the Term Loan Agent and any Additional Term Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Lenders pursuant ABL Collateral Representative in connection therewith. Each of the Term Loan Agent and any Additional Term Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Collateral Representative’s own name, from time to Section 8time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). In additionthe event of any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the Administrative Agent may net cash proceeds of any such sale, if any, are applied as provided in its discretionSection 4.1 hereof), such sale, transfer, disposition or release will be free and clear of its Liens on such ABL Priority Collateral valued securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the aggregate not place and stead of such Party and in excess the name of $10,000,000 during such Party or in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any calendar year without and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the prior written authorization purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). In the event of any private or public sale of all or any portion of the Required Lenders. Any such release shall not ABL Priority Collateral in connection with any manner discharge, affect, Exercise of Secured Creditor Remedies by or impair with the Obligations or any Liens (other than those expressly being released) upon (or obligations consent of the Loan Parties in respect of) all interests retained by ABL Collateral Representative, the Loan ABL Agent agrees, on behalf of the ABL Secured Parties, including that (so long as, if applicable, the net cash proceeds of any such sale, if any, are applied as provided in Section 4.1 hereof), such sale, transfer, disposition or release will be free and clear of its Liens on such ABL Priority Collateral securing the ABL Obligations, and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, the ABL Agent agrees that it will execute any and all of which shall continue to constitute part Lien releases or other documents reasonably requested by the ABL Collateral Representative in connection therewith. The ABL Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the Collateral. At ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the request place and stead of such Party and in the name of such Party or in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole expense discretion, for the purposes of each Loan Party following carrying out the terms of this paragraph, to take any such release, the Administrative Agent shall deliver and all appropriate action and to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral Unless a particular Claim is Reinstated: (i) upon each holder of a Secured Claim or a Claim that is purportedly secured (including an Other Secured Claim) shall, on or immediately before the termination Effective Date (or, in the case of Other Secured Claims treated pursuant to Section 4.6(c) of the all CommitmentsPlan, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory on or prior to the Issuing Lenderdate of the return of the relevant collateral) and as a condition to receiving any Distribution hereunder: (A) turn over and release to the Debtors, or the Reorganized Debtors, as applicable, any and all property of the Debtors or the Estates that secures or purportedly secures such Claim; and (B) execute such documents and instruments as the Debtors or the Reorganized Debtors require to evidence such claimant’s release of such property; and (ii) constituting on the Effective Date (or such other date described in this subsection), all claims, right, title and interest in such property being sold or disposed shall revert to the Reorganized Debtors free and clear of if all Claims and Interests, including (without limitation) liens, charges, pledges, encumbrances and/or security interests of any kind. All liens of the Loan Party disposing holders of such Claims or Interests in property certifies of the Debtors, the Estates, and/or the Reorganized Debtors shall be deemed to be canceled and released as of the Administrative Agent that Effective Date (or such other date described in this subsection). Notwithstanding the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on immediately preceding sentence, any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock holder of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as Disputed Claim shall not be required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver such release of liens until ten (10) days after such Claim becomes an Allowed Claim or is Disallowed. To the extent any holder of a Claim described in the first sentence of this subsection fails to release the relevant liens as described above, the Reorganized Debtors may act as attorney-in-fact, on behalf of the holders of such Loan Party such documents liens, to provide any releases as such Loan Party shall reasonably request to evidence such releasemay be required by any lender under the New ABL Facility or New Senior Secured Notes Indenture or for any other purpose.

Release of Liens. The (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Agent (other than in connection with a refinancing as described in Section 5.2(c)), (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with a refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or shall have been approved by the requisite ABL Lenders hereby irrevocably authorize or (C) the Administrative release of the ABL Secured Parties’ Lien on all or any portion of the ABL Priority Collateral (other than in connection with a sale, transfer or other disposition as described in clauses (A) and (B) above), so long as such release is then permitted by the ABL Documents or shall have been approved by the requisite ABL Lenders, in the case of clause (C) only to the extent prior to the date upon which the Discharge of ABL Obligations shall have occurred and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), each of the First Lien Term Agent, on behalf of itself and the First Lien Term Lenders, and the First Lien Notes Agent, on behalf of itself, the First Lien Notes Secured Parties, and the Future Term Loan/Notes Indebtedness Secured Parties, agrees such sale, transfer, other disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Term Loan/Notes Obligations, and each Term Loan/Notes Agent’s and the Term Loan/Notes Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Term Loan/Notes Agent agrees, at the Credit Parties’ expense, that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. Each Term Loan/Notes Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its option true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Term Loan/Notes Agent and in its the name of such Term Loan/Notes Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to release take any Liens granted and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the Administrative Agent by the Loan Parties on purposes of this paragraph, including any Collateral financing statements, endorsements, assignments, releases or other documents or instruments of transfer (i) upon the termination of the all Commitmentswhich appointment, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligationsbeing coupled with an interest, is irrevocable), and the cash collateralization of . All proceeds realized from any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made shall be applied to the ABL Obligations or the Term Loan/Notes Obligations in compliance accordance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release.

Release of Liens. The Lenders (i) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Any Secured Creditor Remedies by or with the consent of the ABL Collateral Agent or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition pursuant to this clause (B) is then permitted by the ABL Documents (or shall have been duly approved in accordance with the terms thereof) (other than any such sale, transfer or other disposition pursuant to this clause (B) made (x) after the occurrence and during the continuance of an Event of Default under any Term Agreement or (z) made in connection with the Discharge of ABL Obligations, unless in either case then permitted by the Term Documents (or shall have been duly approved in accordance with the terms thereof)), each Term Collateral Agent agrees, on behalf of itself and the Other Applicable Term Secured Parties, that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Applicable Term Obligations, and such Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred or disposed shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Term Collateral Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Collateral Agent in connection therewith. Each Term Collateral Agent hereby irrevocably authorize appoints the Administrative ABL Collateral Agent and any officer or duly authorized person of such ABL Collateral Agent, at with full power of substitution, as its option true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Term Collateral Agent and in its the name of such Term Collateral Agent or in the ABL Collateral Agent’s own name, from time to time, in the ABL Collateral Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to release take any Liens granted and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the Administrative Agent by the Loan Parties on purposes of this paragraph, including any Collateral financing statements, endorsements, assignments, releases or other documents or instruments of transfer (i) upon the termination of the all Commitmentswhich appointment, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligationsbeing coupled with an interest, is irrevocable), and the cash collateralization of . All proceeds realized from any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made shall be applied, as between the Secured Parties, to the ABL Obligations or the Term Obligations in compliance accordance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release.

Release of Liens. The Lenders hereby irrevocably authorize (1) In the Administrative event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Agent, at its option (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or (C) the release of the ABL Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, so long as such release shall have been approved by the requisite ABL Lenders, in the case of clauses (B) and in its sole discretion, to release any Liens granted (C) only to the Administrative extent prior to the date upon which the Discharge of ABL Obligations shall have occurred and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), (x) the 2025 Notes Agent by agrees, on behalf of itself and the Loan Parties on 2025 Notes Creditors, that so long as the net cash proceeds of any Collateral such sale, if any, described in clause (iA) upon the termination above are applied as provided in Section 4.1 hereof, such sale will be free and clear of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than Liens on such ABL Priority Collateral securing the Contingent 2025 Notes Obligations), and the 2025 Notes Agent’s and the applicable 2025 Notes Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Agent agrees, on behalf of itself and any Additional Creditors represented thereby, that so long as the net cash collateralization proceeds of any outstanding Letters such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale will be free and clear of Credit in a manner satisfactory the Liens on such ABL Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the Issuing LenderABL Priority Collateral so sold, (ii) constituting property being sold transferred, disposed or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (released shall terminate and the Administrative Agent may rely conclusively on any such certificate, be automatically released without further inquiry)action. In furtherance of, and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiarysubject to, the Administrative foregoing, the 2025 Notes Agent is authorized to release and any Additional Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral described in connection clause (A) above are applied in accordance with the terms of this Agreement. The 2025 Notes Agent and any exercise of remedies Additional Agent hereby appoints the ABL Agent and any officer or duly authorized person of the Administrative Agent ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the Lenders pursuant place and stead of such Party and in the name of such Party or in the ABL Agent’s own name, from time to Section 8. In additiontime, in the Administrative Agent may in its ABL Agent’s sole discretion, release its Liens on Collateral valued in for the aggregate not in excess purposes of $10,000,000 during carrying out the terms of this paragraph, to take any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) and all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue appropriate action and to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize Trustee and the Administrative AgentCollateral Agent shall, at its option and each Holder authorizes the Trustee and the Collateral Agent to, release (a) the Liens on the Collateral securing the Secured Obligations in its sole discretionwhole upon the occurrence of the Termination Date, (b) the Liens on the Collateral securing the Secured Obligations in whole or in part, as applicable, with the consent of the requisite Holders of Notes in accordance with Section 9.02 of this Indenture, including consents obtained in connection with a tender offer or exchange offer for, or purchase of Notes and (c) any Lien securing the Secured Obligations in part solely as to release a specific property subject to such Lien (and not any Liens granted other property such to the Administrative Agent by the Loan Parties on any Collateral such Lien) if (i) upon such property subject to such Lien is Disposed (or is to be Disposed) to a Person that is not a Note Party as part of or in connection with any Disposition permitted under the termination of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing LenderNote Documents, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies subject to the Administrative Agent such Lien is owned by a Guarantor that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party released from its obligations under its Note Guarantee, this Indenture and the Security Documents, other Notes Documents pursuant to Section 10.09 or (iii) constituting such property leased subject to a Loan Party under a lease which has expired such Lien constitutes an Excluded Asset. The Trustee and the Collateral Agent shall execute and deliver any documents or been terminated in a transaction permitted under this Agreement, or (iv) as instruments requested by the Issuers to effect any release of Liens that the Trustee and Collateral Agent are required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to the first paragraph of this Section 8. In addition12.03 upon receipt of an Officer’s Certificate stating that such release is required under the Notes Documents, the Administrative Agent may in its discretion, release its Liens on Collateral valued in conditions precedent under the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any Notes Documents to such release shall not in any manner discharge, affect, or impair have been met and that it is proper for the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue Collateral Agent to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as or instruments. Neither the Trustee nor the Collateral Agent shall be liable for any such Loan Party release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any other Notes Document to the contrary, neither the Trustee nor the Collateral Agent shall reasonably request be under any obligation to evidence release any such releaseLien, or execute and deliver any such document or instrument, unless and until it receives such Officer’s Certificate.

Release of Liens. The Lenders hereby irrevocably authorize (1) In the Administrative Agent, at its option event of any private or public sale or other disposition of all or any portion of the Collateral by Senior Agent after the occurrence and in its sole discretion, to release any Liens granted during the continuance of a Senior Default (and prior to the Administrative date upon which the Discharge of Senior Indebtedness (with respect to the principal amount thereof, up to the Maximum Priority Senior Loan Amount) shall have occurred) in connection with the liquidation by Senior Agent by the Loan Parties on of all or any Collateral (i) upon the termination material portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), Collateral and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative collection by Senior Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, Senior Indebtedness through the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with (any exercise of remedies of the Administrative such sale or other disposition, a “Senior Lender Sale”), if at such time Senior Agent and the Senior Lenders pursuant shall not have made loans and provided letter of credit accommodations and other financial accommodations under the Senior Loan Documents and otherwise (whether prior to Section 8. In addition, or after the Administrative Agent may occurrence of an Insolvency Proceeding) in its discretion, release its Liens on Collateral valued in the aggregate not an amount in excess of $10,000,000 during any calendar year without the prior written authorization Maximum Priority Senior Loan Amount, then Junior Agent agrees that such Senior Lender Sale will be free and clear of the Required Lenders. Any such release shall not Liens securing the Junior Indebtedness (and, if the Senior Lender Sale includes Equity Interests in any manner dischargeObligor, affectJunior Agent further agrees to release the entities whose Equity Interests are sold from all Junior Indebtedness); provided that (x) Senior Agent and the Senior Lenders also release their Liens on such Collateral (and, or impair if the Obligations or Senior Lender Sale includes Equity Interests in any Liens Obligor, the entities whose Equity Interests are sold from all Senior Indebtedness), (other than those expressly being releasedy) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds Proceeds of any salesuch Senior Lender Sale are applied in accordance with Section 9.b, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative (z) Senior Agent shall deliver to have conducted such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such releaseSenior Lender Sale in a commercially reasonable manner.

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Agent, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents, (C) the release of the ABL Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite ABL Holders or (D) the release of the ABL Secured Parties’ Liens on ABL Priority Collateral of a Guarantor upon the termination and discharge of the applicable subsidiary guaranty in accordance with the terms of the ABL Documents, in the case of clauses (B), (C) and (D) only to the extent occurring prior to the date upon which the Discharge of ABL Obligations shall have occurred and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), (x) the Term Loan Agent agrees, on behalf of itself and the Lenders pursuant to Section 8. In additionTerm Loan Secured Parties, that (so long as, if applicable, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the net cash proceeds of any such sale, all of which shall continue to constitute part if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Collateral. At Liens on such ABL Priority Collateral securing the request ABL Obligations) such sale or release will be free and sole expense clear of each the Liens on such ABL Priority Collateral securing the Term Loan Party following Obligations, and the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such releasesale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the Administrative foregoing, each of the Term Loan Agent shall deliver to such Loan Party and any Collateral held Additional Term Agent agrees that it will execute, at the Credit Parties’ expense, any and all Lien releases or other documents reasonably requested by the Administrative ABL Agent in connection therewith. Each of the Term Loan Agent and any Additional Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such release.or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). EXHIBIT H

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Priority Collateral Documents, (C) the release of the ABL Collateral Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of ABL Collateral Obligations and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, (x) the [Cash Flow] Agent agrees, on behalf of itself and the [Cash Flow] Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the [Cash Flow] Priority Collateral) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the [Cash Flow] Obligations, and the [Cash Flow] Agent’s and the [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional [Cash Flow] Agent agrees, on behalf of itself and any Additional [Cash Flow] Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the [Cash Flow] Priority Collateral) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional [Cash Flow] Obligations, and such Additional [Cash Flow] Agent’s and the applicable Additional [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each of the [Cash Flow] Agent and any Additional [Cash Flow] Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Lenders pursuant ABL Collateral Representative in connection therewith. Each of the [Cash Flow] Agent and any Additional [Cash Flow] Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Collateral Representative’s own name, from time to Section 8time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). In additionthe event of any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the Administrative Agent may net cash proceeds of any such sale, if any, are applied as provided in its discretionSection 4.1 hereof and there is a corresponding release of the Liens securing the [Cash Flow] Priority Collateral), such sale or release will be free and clear of its Liens on such ABL Priority Collateral valued securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the aggregate not place and stead of such Party and in excess the name of $10,000,000 during such Party or in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) and all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue appropriate action and to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize (a) Under the Administrative AgentFirst Lien/Second Lien Intercreditor Agreement, if at its option and in its sole discretionany time (1) the Collateral is sold, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral transferred or otherwise disposed of (i) upon in connection with the termination taking of the all Commitments, payment and satisfaction in full in cash of all Obligations an Enforcement Action (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, as defined therein) or (ii) constituting property being sold or disposed of if by the Loan Party disposing owner of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated Collateral in a transaction permitted under the Credit Agreement, the First-Priority Notes Indenture, the First-Priority Obligations Documents, this Indenture, the Notes Documents and each other Senior Lender Document (as defined therein) and Second Priority Document (as defined therein) (if any) then in effect; (2) the Collateral is being released from all Senior Lender Claims (as defined therein) in connection with a Subsidiary being released from its guarantee under the Credit Agreement, the First-Priority Notes Indenture, the First-Priority Obligations Documents, this Indenture, the Notes Documents and each other Senior Lender Document and Second Priority Document (if any) then in effect, or (iv3) the Collateral is otherwise released as required permitted by the Credit Agreement, the First-Priority Notes Indenture, the First Priority Obligations Documents, this Indenture, the Notes Documents and each other Senior Lender Document and Second Priority Document (if any) then in effect, then (whether or not any insolvency or liquidation proceeding is pending at the time) the Liens in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes upon such Collateral will automatically, simultaneously, and unconditionally be released and discharged as and when, but only to effect the extent, such Liens on such Common Collateral (as defined therein) securing Senior Lender Claims are released and discharged; provided that the Liens securing the Second Priority Claims (as defined therein) shall attach to any sale or other disposition proceeds of such Common Collateral in connection with any exercise that remain after the Discharge of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens Senior Lender Claim (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such releasedefined therein).

Release of Liens. (a) The Lenders Noteholder Parties and the other Secured Parties hereby irrevocably authorize agree that the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Collateral Agent by the Loan Note Parties on any Collateral (including any Controlled Accounts) shall be automatically released: (i) in full upon the occurrence of the Termination Date as set forth in Section 15.12(d) below; (ii) upon the termination Disposition of the all Commitments, payment such Collateral by any Note Party to a person that is not (and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit is not required to become) a Note Party in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of transaction not prohibited by this Agreement Indenture (and the Administrative Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (iii) to the extent that such Collateral comprises property leased to a Note Party, upon termination or expiration of such lease (and the Collateral Agent may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (iv) if the release of such certificateLien is approved, authorized or ratified in writing by the Required Noteholder Parties (or such other percentage of the Noteholder Parties whose consent may be required in accordance with Section 13.01), (v) to the extent that the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee in accordance with the Holdings Guarantee and Pledge Agreement, the Subsidiary Guarantee Agreement or clause (b) below (and the Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (vi) as provided in Section 14.17 (and the Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (ivvii) as required by the Trustee to effect any sale or other disposition Disposition of such Collateral in connection with any exercise of remedies of the Administrative Collateral Agent and or the Lenders Trustee pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required LendersSecurity Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations (other than those being released) of the Loan Note Parties in respect of) all interests retained by the Loan Note Parties, including the proceeds of any saleDisposition, all of which shall continue to constitute part of the Collateral. At Collateral except to the request and sole expense extent otherwise released in accordance with the provisions of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such releaseNote Documents.

Release of Liens. The Lenders hereby irrevocably authorize Without limiting any release permitted under the Administrative AgentBase Intercreditor Agreement, at its option and in its sole discretionthe event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, to (B) any sale, transfer or other disposition of all or any portion of the Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, (C) the release of the Senior Priority Secured Parties’ Liens on all or any Liens granted portion of the Collateral which release under Clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the Administrative Agent by applicable Senior Priority Documents), in the Loan Parties on any Collateral case of clauses (iB) upon and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred) or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 of the all CommitmentsBase Intercreditor Agreement as supplemented by Section 4.1 hereof and there is a corresponding release of the Liens securing the Senior Priority Obligations, payment such sale or release will be free and satisfaction in full in cash clear of all the Liens on such Collateral securing the Junior Priority Obligations and (other than y) such Junior Priority Secured Parties’ Liens with respect to the Contingent Obligations)Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash collateralization of any outstanding Letters of Credit proceeds, if any, from such sale described in a manner satisfactory to the Issuing Lender, clause (iiA) constituting property being sold or disposed of if the Loan Party disposing above of such property certifies to the Administrative Agent that the sale or disposition is made Collateral are applied in compliance accordance with the terms of this Agreement (Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Administrative Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent may rely conclusively on and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any such certificate, without further inquiry), and all appropriate action and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Agent, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents, (C) the release of the ABL Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite ABL Holders or (D) the release of the ABL Secured Parties’ Liens on ABL Priority Collateral of a Guarantor upon the termination and discharge of the applicable subsidiary guaranty in accordance with the terms of the ABL Documents, in the case of clauses (B), (C) and (D) only to the extent occurring prior to the date upon which the Discharge of ABL Obligations shall have occurred and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), (x) the Term Loan Agent agrees, on behalf of itself and the Lenders pursuant to Section 8. In additionTerm Loan Secured Parties, that (so long as, if applicable, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the net cash proceeds of any such sale, all of which shall continue to constitute part if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Collateral. At Liens on such ABL Priority Collateral securing the request ABL Obligations) such sale or release will be free and sole expense clear of each the Liens on such ABL Priority Collateral securing the Term Loan Party following Obligations, and the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such releasesale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the Administrative foregoing, each of the Term Loan Agent shall deliver to such Loan Party and any Collateral held Additional Term Agent agrees that it will execute, at the Credit Parties’ expense, any and all Lien releases or other documents reasonably requested by the Administrative ABL Agent in connection therewith. Each of the Term Loan Agent and any Additional Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such release.or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Credit and Guaranty Agreement EXHIBIT N

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by the ABL Agent or with the consent of the Administrative ABL Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being releasedin connection with a refinancing as described in Section 5.2(c)), or (B) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, transfer or other disposition of all of which shall continue to constitute part or any portion of the ABL Priority Collateral (other than in connection with a refinancing as described in Section 5.2(c)), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders, irrespective of whether an Event of Default has occurred, the Term Agent agrees, on behalf of itself and the Term Lenders that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Term Obligations, and the Term Agent’s and the Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Priority Collateral. At the request In furtherance of, and sole expense of each Loan Party following any such releasesubject to, the Administrative foregoing, the Term Agent shall deliver to such Loan Party agrees that it will promptly execute any Collateral held and all Lien releases or other documents reasonably requested by the Administrative ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Priority Collateral Documents, (C) the release of the ABL Collateral Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of ABL Collateral Obligations and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, (x) the Term Loan Agent agrees, on behalf of itself and the Term Loan Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Term Loan Obligations, and the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each of the Term Loan Agent and any Additional Term Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Lenders pursuant ABL Collateral Representative in connection therewith. Each of the Term Loan Agent and any Additional Term Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Collateral Representative’s own name, from time to Section 8time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). In additionthe event of any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the Administrative Agent may net cash proceeds of any such sale, if any, are applied as provided in its discretionSection 4.1 hereof and there is a corresponding release of the Liens on the ABL Priority Collateral securing the ABL Obligations), such sale or release will be free and clear of its Liens on such ABL Priority Collateral valued securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the aggregate not place and stead of such Party and in excess the name of $10,000,000 during such Party or in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) and all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue appropriate action and to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Priority Collateral Documents, (C) the release of the ABL Collateral Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of ABL Collateral Obligations and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, (x) the [Cash Flow] Agent agrees, on behalf of itself and the [Cash Flow] Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the [Cash Flow] Obligations, and the [Cash Flow] Agent’s and the [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional [Cash Flow] Agent agrees, on behalf of itself and any Additional [Cash Flow] Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional [Cash Flow] Obligations, and such Additional [Cash Flow] Agent’s and the applicable Additional [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each of the [Cash Flow] Agent and any Additional [Cash Flow] Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Lenders pursuant ABL Collateral Representative in connection therewith. Each of the [Cash Flow] Agent and any Additional [Cash Flow] Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Collateral Representative’s own name, from time to Section 8time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). In additionthe event of any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the Administrative Agent may net cash proceeds of any such sale, if any, are applied as provided in its discretionSection 4.1), such sale or release will be free and clear of its Liens on such ABL Priority Collateral valued securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the aggregate not place and stead of such Party and in excess the name of $10,000,000 during such Party or in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) and all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue appropriate action and to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, Subject to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this the Intercreditor Agreement (or any Additional Intercreditor Agreement, the Liens on the Collateral will be automatically and the Administrative Agent may rely conclusively on unconditionally released without any such certificate, without further inquiry), and to the extent that the property being sold action by any Person under any one or disposed of constitutes 100% more of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, following circumstances: (iiia) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect connection with any sale or other disposition of Collateral to (x) a Person that is not the Company, or a Restricted Subsidiary (but excluding any transaction subject to Article V), if such sale or other disposition does not violate the covenant described under Section 4.07 and is otherwise not prohibited by this Indenture or (y) any Restricted Subsidiary; provided that, in the case of this Section 11.03(a)(y) and clause 1(b), the relevant Collateral remains subject to, or becomes subject to, a substantially equivalent Lien in favor of the Security Agent securing the Notes following such sale or Disposal; (b) in the case of a Guarantor that is released from its Note Guarantee pursuant to the terms of this Indenture, the release of the property and assets, and Capital Stock, of such Guarantor; (c) as described under Article IX and Section 4.06 (d) upon payment in full of principal, interest and all other obligations on the Notes or legal defeasance, covenant defeasance or satisfaction and discharge of the Notes, as provided in Article VIII; (e) if the Company designates any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, the release of the property and assets, and Capital Stock, of such Unrestricted Subsidiary; (f) in connection with a Permitted Reorganization; (g) with respect to any asset that becomes an Excluded Asset; (h) in accordance with the Intercreditor Agreement, any Additional Intercreditor Agreement or any Security Document; (i) as may be permitted by the covenant described under Section 4.23 or as otherwise permitted in accordance with this Indenture; 132 (j) if the Lien granted in favor of Debt that gave rise to the obligation to grant the Lien over such Collateral is released as described under Section 4.06, Section 4.14 or Section 4.15; or (k) in connection with any exercise Change of remedies of Flag (in each case, subject to compliance with the Administrative conditions set forth in the definition thereof). The Security Agent and the Lenders pursuant Trustee (but only if required in order to Section 8. In additioneffect such release) will (subject to customary protections and indemnification) take all necessary action reasonably requested by, and at the cost of, the Administrative Company to effectuate any release of Collateral securing the Notes and the Note Guarantees, in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization consent of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations Holders or any Liens (other than those expressly being released) upon (or obligations of action on the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the CollateralTrustee (unless action is required by it to effect such release). At The Security Agent and the Trustee shall be entitled to request and sole expense rely solely upon an Officer’s Certificate and Opinion of Counsel, each Loan Party following any such releasecertifying which circumstance, as described above, giving rise to a release of the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative AgentSecurity Interests has occurred, and execute and deliver to that such Loan Party such documents as such Loan Party shall reasonably request to evidence such releaserelease complies with this Indenture. Section 11.04.

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Agent, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents, (C) the release of the ABL Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite ABL Holders or (D) the release of the ABL Secured Parties’ Liens on ABL Priority Collateral of a Guarantor upon the termination and discharge of the applicable subsidiary guaranty in accordance with the terms of the ABL Documents, in the case of clauses (B), (C) and (D) only to the extent occurring prior to the date upon which the Discharge of ABL Obligations shall have occurred and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), (x) the Term Loan Agent agrees, on behalf of itself and the Lenders pursuant to Section 8. In additionTerm Loan Secured Parties, that (so long as, if applicable, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the net cash proceeds of any such sale, all of which shall continue to constitute part if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Collateral. At Liens on such ABL Priority Collateral securing the request ABL Obligations) such sale or release will be free and sole expense clear of each the Liens on such ABL Priority Collateral securing the Term Loan Party following Obligations, and the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such releasesale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the Administrative foregoing, each of the Term Loan Agent shall deliver to such Loan Party and any Collateral held Additional Term Agent agrees that it will execute, at the Credit Parties’ expense, any and all Lien releases or other documents reasonably requested by the Administrative ABL Agent in connection therewith. Each of the Term Loan Agent and any Additional Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize (1) In the Administrative event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Agent, at its option and in its sole discretion(B) any sale, to transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or (C) the release of the ABL Secured Parties’ Lien on all or any Liens granted portion of the ABL Priority Collateral, so long as such release shall have been approved by the requisite ABL Lenders (as determined pursuant to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent ObligationsABL Documents), in the case of clauses (B) and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (iiC) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and only to the extent prior to the date upon which the Discharge of ABL Obligations shall have occurred and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), (x) the Cash Flow Agent agrees, on behalf of itself and the Cash Flow Lenders, that so long as the property being sold or disposed net cash proceeds of constitutes 100% any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Capital Stock Liens on such ABL Priority Collateral securing the Cash Flow Obligations and the Cash Flow Agent’s and the Cash Flow Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional Agent agrees, on behalf of a Subsidiaryitself and any Additional Creditors represented thereby, that so long as the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof, such sale will be free and dear of the Liens on such ABL Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the Administrative foregoing, each of the Cash Flow Agent is authorized to release and any Additional Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith, so long as the net cash proceeds, if any, from such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral described in connection clause (A) above are applied in accordance with any exercise the terms of remedies this Agreement. Each of the Administrative Cash Flow Agent and any Additional Agent hereby appoints the Lenders pursuant ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Agent’s own name, from time to Section 8. In additiontime, in the Administrative Agent may in its ABL Agent’s sole discretion, release its Liens on Collateral valued in for the aggregate not in excess purposes of $10,000,000 during carrying out the terms of this paragraph, to take any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) and all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue appropriate action and to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders In the event of any private or public sale of all or any portion of the ABL Collateral (other than in connection with a refinancing as described in Section 5.2(d)) permitted by the ABL Documents or consented to by the requisite ABL Lenders, the Shared Collateral Agents agree, on behalf of the Shared Collateral Secured Parties that such sale will be free and clear of the Liens on such ABL Collateral securing the Shared Collateral Obligations, and the Shared Collateral Agents’ and the Shared Collateral Secured Parties’ Liens with respect to the ABL Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Secured Parties’ Liens on such ABL Collateral; provided that in the case of a disposition in connection with an Exercise of Secured Creditor Remedies with respect to ABL Collateral, any Proceeds thereof not applied to repay ABL Obligations shall be subject to the Liens securing the Shared Collateral Obligations and shall be applied pursuant to this Agreement and the Shared Collateral Intercreditor Agreement. In furtherance of, and subject to, the foregoing, the Shared Collateral Agents agree that they will promptly execute any and all Lien releases For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Select as appropriate. Include bracketed language if there are either multiple Assignors or multiple Assignees. or other documents reasonably requested by the ABL Agent in connection therewith. Each Shared Collateral Agent hereby irrevocably authorize appoints the Administrative ABL Agent and any officer or duly authorized person of the ABL Agent, at with full power of substitution, as its option true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Shared Collateral Agent and in its the name of such Shared Collateral Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, to release any Liens granted to for the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination purposes of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with carrying out the terms of this Agreement (paragraph, to take any and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), all appropriate action and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Priority Collateral Documents, (C) the release of the ABL Collateral Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of ABL Collateral Obligations and not in connection with a Discharge of ABL Obligations (and irrespective of whether an Event of Default has occurred), or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, (x) the [Cash Flow] Agent agrees, on behalf of itself and the [Cash Flow] Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1] such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the [Cash Flow] Obligations, and the [Cash Flow] Agent’s and the [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional [Cash Flow] Agent agrees, on behalf of itself and any Additional [Cash Flow] Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1] such sale or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional [Cash Flow] Obligations, and such Additional [Cash Flow] Agent’s and the applicable Additional [Cash Flow] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each of the [Cash Flow] Agent and any Additional [Cash Flow] Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Lenders pursuant ABL Collateral Representative in connection therewith. Each of the [Cash Flow] Agent and any Additional [Cash Flow] Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Collateral Representative’s own name, from time to Section 8time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). In additionthe event of any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the ABL Collateral Representative, each Additional ABL Agent agrees, on behalf of the Additional ABL Secured Parties, that (so long as, if applicable, the Administrative Agent may net cash proceeds of any such sale, if any, are applied as provided in its discretionSection 4.1), such sale or release will be free and clear of its Liens on such ABL Priority Collateral valued securing the Additional ABL Obligations, and the Additional ABL Agent’s and the Additional ABL Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Additional ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the ABL Collateral Representative in connection therewith. Each Additional ABL Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the aggregate not place and stead of such Party and in excess the name of $10,000,000 during such Party or in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) and all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue appropriate action and to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize Without limiting any release permitted under the Administrative AgentBase Intercreditor Agreement, at its option and in its sole discretionthe event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Senior Priority Representative, to (B) any sale, transfer or other disposition of all or any portion of the Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, (C) the release of the Senior Priority Secured Parties’ Liens on all or any Liens granted portion of the Collateral which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the Administrative Agent by applicable Senior Priority Documents), in the Loan Parties on any Collateral case of clauses (iB) upon and (C) only to the extent occurring prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Senior Priority Obligations (and irrespective of whether an Event of Default has occurred) or (D) the termination and discharge of a subsidiary guaranty in accordance with the terms thereof, each Junior Priority Agent agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1 of the all CommitmentsBase Intercreditor Agreement as supplemented by Section 4.1 hereof and there is a corresponding release of the Liens securing the Senior Priority Obligations, payment such sale, transfer, disposition or release will be free and satisfaction in full in cash clear of all the Liens on such Collateral securing the Junior Priority Obligations and (other than y) such Junior Priority Secured Parties’ Liens with respect to the Contingent Obligations)Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash collateralization of any outstanding Letters of Credit proceeds, if any, from such sale described in a manner satisfactory to the Issuing Lender, clause (iiA) constituting property being sold or disposed of if the Loan Party disposing above of such property certifies to the Administrative Agent that the sale or disposition is made Collateral are applied in compliance accordance with the terms of this Agreement (Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Administrative Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent may rely conclusively on and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any such certificate, without further inquiry), and all appropriate action and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such release.or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Section 2.5 [RESERVED] Section 2.6

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by or with the consent of the Administrative ABL Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (including upon termination or discharge of a subsidiary guarantee), so long as such sale, transfer or other disposition (or release or discharge) is then permitted by the ABL Documents or (C) the release of the ABL Collateral Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release under clause (C) shall have been approved by the Requisite ABL Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of ABL Collateral Obligations and not in connection with a Discharge of ABL Collateral Obligations (and irrespective of whether an Event of Default has occurred), (x) the [Term Loan] Agent agrees, on behalf of itself and the Lenders pursuant to Section 8. In addition[Term Loan] Secured Parties, that (so long as, if applicable, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the net cash proceeds of any such sale, all of which shall continue to constitute part if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Collateral. At Liens securing the request ABL Obligations) such sale, transfer, disposition or release will be free and sole expense clear of each Loan Party following the Liens on such ABL Priority Collateral securing the [Term Loan] Obligations, and the [Term Loan] Agent’s and the [Term Loan] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action and (y) any Additional [Term] Agent agrees, on behalf of itself and any Additional [Term] Secured Parties represented thereby, that (so long as, if applicable, the net cash proceeds of any such releasesale, if any, described in clause (A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the ABL Obligations) such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Additional [Term] Obligations, and such Additional [Term] Agent’s and the applicable Additional [Term] Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to, the Administrative foregoing, each of the [Term Loan] Agent shall deliver to such Loan Party and any Collateral held Additional [Term] Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Administrative AgentABL Collateral Representative in connection therewith. Each of the [Term Loan] Agent and any Additional [Term] Agent hereby appoints the ABL Collateral Representative and any officer or duly authorized person of the ABL Collateral Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Collateral Representative’s own name, from time to time, in the ABL Collateral Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release When any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination portion of the all CommitmentsCollateral is transferred, payment sold or substituted in conformance with the Credit Agreement, or when a Grantor transfers any Eligible Assets in connection with the exchange or repurchase of Eligible Assets in accordance with a Sale and satisfaction Contribution Agreement, the security interest in full in cash of all Obligations (other than the Contingent Obligations)and lien on such Collateral granted hereunder shall be released, and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In additionwill no longer have any security interest in, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affectlien on, or impair claim against such Collateral (and the Obligations or any Liens (other than those expressly being released) Agent shall, upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request of such Grantor and sole expense of each Loan Party following any at such releaseGrantor’s expense, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party Grantor such documents as such Loan Party Grantor shall reasonably request to evidence such release and file any UCC termination statements or other necessary lien releases to evidence such release); provided, that, notwithstanding the foregoing, in connection with a Takeout Transaction, no release pursuant to this Section 6.1 shall occur unless, concurrently with such release, (i) solely in the case of a Takeout Transaction described in clause (x) of the definition thereof, the Borrowers shall have deposited the Minimum Payoff Amount for such Takeout Transaction into the Takeout Transaction Account pursuant to the Credit Agreement for application of such proceeds in accordance with Section 2.7(C) of the Credit Agreement and (ii) the other applicable conditions in the definition of Takeout Transaction in the Credit Agreement shall have been satisfied. In addition, (A) in connection with any Takeout Transaction with respect to any Grantor and the membership interests therein, upon the satisfaction of each of the applicable conditions set forth in the definition of Takeout Transaction in the Credit Agreement with respect thereto, (B) solely with respect to Fund II, upon the occurrence of the Fund II License Surrender Date and (C) solely with respect to Fund III, upon the occurrence of the Fund III License Surrender Date, the security interest granted herein by such Grantor and all other obligations of such Grantor hereunder shall be (in the case of (x) a Takeout Transaction, at the written request of the Borrowers to the Agent and (y) the Fund II License Surrender Date or the Fund III License Surrender Date, as applicable, automatically and without further action by any Person) released, the security interest granted herein by such Grantor shall terminate and all rights thereto shall revert to such Grantor. Upon any such release in accordance with the preceding sentence, the Agent shall update Exhibit A to reflect such release.

Release of Liens. (a) The Lenders Noteholder Parties and the other Secured Parties hereby irrevocably authorize agree that the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Collateral Agent by the Loan Note Parties on any Collateral (including any Controlled Accounts) shall be automatically released: (i) in full upon the occurrence of the Termination Date as set forth in Section 15.12(d) below; (ii) upon the termination Disposition of the all Commitments, payment such Collateral by any Note Party to a person that is not (and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit is not required to become) a Note Party in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of transaction not prohibited by this Agreement Indenture (and the Administrative Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (iii) to the extent that such Collateral comprises property leased to a Note Party, upon termination or expiration of such lease (and the Collateral Agent may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (iv) if the release of such certificateLien is approved, authorized or ratified in writing by the Required Noteholder Parties (or such other percentage of the Noteholder Parties whose consent may be required in accordance with Section 13.01), (v) to the extent that the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee in accordance with the Holdings Guarantee and Pledge Agreement, the Subsidiary Guarantee Agreement or clause (b) below (and the Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (vi) as provided in Section 14.17 (and the Collateral Agent and the Trustee may rely conclusively on an Officer’s Certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (ivvii) as required by the Trustee to effect any sale or other disposition Disposition of such Collateral in connection with any exercise of remedies of the Administrative Collateral Agent and or the Lenders Trustee pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required LendersSecurity Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations (other than those being released) of the Loan Note Parties in respect of) all interests retained by the Loan Note Parties, including the proceeds of any saleDisposition, all of which shall continue to constitute part of the CollateralCollateral except to the extent otherwise released in accordance with the provisions of the Note Documents. At the request and sole expense of each Loan Party following any such releaseConfidential Treatment Requested by The Fresh Market Holdings, the Administrative Agent shall deliver Inc. Pursuant to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release.17 C.F.R. Section 200.83

Release of Liens. The Lenders hereby irrevocably authorize Upon the Administrative Agent, at its option and Payment in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination Full of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than indemnity obligations not yet due and payable of which the Contingent ObligationsCompany has not received a notice of potential claim), the Collateral Agent, at the expense of the Company, will promptly release, reassign and transfer the Collateral to the Note Parties; provided that the Company shall have delivered to the Collateral Agent, at least five Business Days prior to the date of the proposed release, a Company Request for release accompanied by an Officer’s Certificate and an Opinion of Counsel that the Collateral is entitled to such release in accordance with the provisions of this Indenture and the cash collateralization Note Documents. If any of any outstanding Letters of Credit in a manner satisfactory to the Issuing LenderCollateral shall be sold, (ii) constituting property being sold transferred or otherwise disposed of if the Loan by any Note Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan PartiesNote Documents, including then the proceeds of any saleCollateral Agent, all of which shall continue to constitute part of at the Collateral. At the request and sole expense of each Loan Party following any such releasethe applicable Note Party, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and promptly execute and deliver to such Loan Note Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the applicable Security Documents on such documents Collateral; provided that the Company shall have delivered to the Collateral Agent, at least five Business Days prior to the date of the proposed release, a Company Request for release (which shall also identify the relevant Collateral and, if applicable, the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith) accompanied by an Officer’s Certificate and an Opinion of Counsel that the Collateral is entitled to such release in accordance with the provisions of this Indenture, the Intercreditor Agreements and the other Note Documents. The Collateral Agent shall not be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel. The release of any Collateral from the terms of the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to this Indenture and the Security Documents. To the extent permitted under the Trust Indenture Act and/or any interpretation or guidance as such Loan Party to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, the fair value of Collateral released from the Liens and security interest created by this Indenture and the Security Documents pursuant to the terms of the Security Documents shall reasonably request not be considered in determining whether the aggregate fair value of the Collateral released from the Liens and security interest created by this Indenture and the Security Documents in any calendar year exceeds the 10% threshold specified in the Trust Indenture Act § 314(d)(1). Notwithstanding anything to evidence such releasethe contrary in this paragraph, the Company will not be required to comply with all or any portion of the Trust Indenture Act §314(d) if under the terms of the Trust Indenture Act §314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of the Trust Indenture Act §314(d) is inapplicable to one or a series of released Collateral.

Release of Liens. The Lenders hereby irrevocably authorize In the Administrative event of (A) any private or public sale of all or any portion of the Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of each Senior Priority Agent, at its option and in its sole discretion(B) any sale, to transfer or other disposition of all or any portion of the Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens on all or any Liens granted portion of the Collateral, so long as such release shall have been approved by all of the requisite Senior Priority Secured Parties (as determined pursuant to the Administrative applicable Senior Priority Documents), in the case of clauses (B) and (C) only to the extent prior to the Discharge of Senior Priority Obligations and not in connection with a Discharge of Junior Priority Obligations (and irrespective of whether an Event of Default has occurred), each Junior Priority Agent by agrees, for and on behalf of itself and the Loan Parties on Junior Priority Creditors represented thereby, that (x) so long as the net cash proceeds of any Collateral such sale, if any, described in clause (iA) upon the termination above are applied as provided in Section 4.1, such sale will be free and clear of the all CommitmentsLiens on such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, payment transferred, disposed or released shall terminate and satisfaction in full in cash of all Obligations (other than the Contingent Obligations)be automatically released without further action. In furtherance of, and subject to, the foregoing, each Junior Priority Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by any Senior Priority Agent in connection therewith, so long as the net cash collateralization of any outstanding Letters of Credit proceeds, if any, from such sale described in a manner satisfactory to the Issuing Lender, clause (iiA) constituting property being sold or disposed of if the Loan Party disposing above of such property certifies to the Administrative Agent that the sale or disposition is made Collateral are applied in compliance accordance with the terms of this Agreement (Agreement. Each Junior Priority Agent hereby appoints the Senior Priority Representative and any officer or duly authorized person of the Administrative Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Junior Priority Agent may rely conclusively on and in the name of such Junior Priority Agent or in the Senior Priority Representative’s own name, from time to time, in the Senior Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any such certificate, without further inquiry), and all appropriate action and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon In the termination event of (A) any private or public sale of all or any portion of the all Commitments, payment and satisfaction in full in cash of all Obligations (other than the Contingent Obligations), and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release such Loan Party from its obligations under the Security Documents, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such ABL Priority Collateral in connection with any exercise Exercise of remedies Secured Creditor Remedies by the ABL Agent or by the ABL Loan Parties with the consent of the Administrative Agent ABL Agent, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents and the Notes Documents or consented to by the requisite ABL Lenders pursuant and the requisite Notes Secured Parties, each Notes Collateral Agent agrees, on behalf of itself and the Notes Secured Parties represented by it, that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Notes Obligations, and the Notes Collateral Agents’ and the Notes Secured Parties’ Liens with respect to Section 8. In additionthe ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action US-DOCS\116541863.10 concurrently with, and to the same extent as, the Administrative Agent may in its discretion, release its of the ABL Secured Parties’ Liens on Collateral valued in such ABL Priority Collateral; provided, that the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization Liens of the Required Lenders. Any such release parties shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including attach to the proceeds of any sale, all of which shall continue to constitute part such disposition of the CollateralABL Priority Collateral with the same relative priority as the Liens which attached to the ABL Priority Collateral so released. At the request In furtherance of, and sole expense of each Loan Party following any such releasesubject to, the Administrative foregoing, each Notes Collateral Agent shall deliver to such Loan Party agrees that it will promptly execute any Collateral held and all Lien releases or other documents reasonably requested by the Administrative ABL Agent in connection therewith. Each Notes Collateral Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Notes Collateral Agent and in the name of such Notes Collateral Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to such Loan Party such accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other documents as such Loan Party shall reasonably request to evidence such releaseor instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. The Lenders hereby irrevocably authorize Notwithstanding anything to the Administrative Agentcontrary contained herein or in any other Loan Document, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Loan Parties on Borrowers having the effect of releasing any Collateral (i) upon to the termination extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances described in the next succeeding sentence. When this Agreement has been terminated and all of the all Commitments, payment Obligations have been fully and satisfaction in full in cash of all Obligations finally discharged (other than obligations in respect of contingent indemnity obligations) and the Contingent Obligations)obligations of the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the cash collateralization of any outstanding Letters of Credit in a manner satisfactory to the Issuing Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies Parties have delivered to the Administrative Agent that a written release of all claims against the sale or disposition is made Lenders, in compliance with the terms of this Agreement (form and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and substance satisfactory to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a SubsidiaryLenders, the Administrative Agent is authorized to will, at the Borrowers’ sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release such Loan Party from its obligations under the Security Documentsdocuments (and, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated if applicable, in a transaction permitted under this Agreement, or (ivrecordable form) as required are necessary or advisable to effect release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with respect to the Obligations. In connection with any sale release of Liens pursuant to the above clause (i) of this Section 11.26, the Company shall provide the Administrative Agent with a certificate of an Authorized Officer stating that all conditions precedent set forth in this Agreement and the other Loan Documents with respect to the requested release of Collateral has been satisfied and that cash proceeds from any Asset Sale of Collateral shall be applied solely in accordance with the terms hereof and thereof. The Administrative Agent shall be entitled to rely on, and shall be fully protected in relying on, any such Authorized Officer’s certificate without further investigation or other disposition of such Collateral inquiry in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8. In addition, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. At the request and sole expense of each Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release.