Common use of Release of Liens Clause in Contracts

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 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).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien AgreementAgreements; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 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).

Release of Liens. If (a) Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreements or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent hereunder have been met, the Issuer and the Subsidiary Guarantors will be entitled to the release of assets included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Issuer’s sole cost and expense, under any Grantor one or more of the following circumstances: (1) to enable the Issuer or any ABL Secured Party delivers notice Subsidiary Guarantor to consummate the disposition of such property or assets to the New First Lien Collateral Agent extent not prohibited under this Indenture; (2) in the case of a Subsidiary Guarantor that is released from its Subsidiary Guarantee with respect to any specified Common Collateral that:the Securities, the release of the property and assets of such Subsidiary Guarantor; (A3) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted as described under the ABL Credit Agreement and the New First Lien AgreementArticle 9; or (B4) to the ABL Secured Parties are releasing extent required by the terms of any Intercreditor Agreement; Upon the receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel, as described above, and any necessary or have released their Liens on proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such Common instruments or releases to evidence the release of any Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect permitted to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreements. (b) Except as otherwise provided in the Intercreditor Agreements, no Collateral may be released from the Lien and discharged as and when, but only security interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.04 has been delivered to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and the Trustee not less than five days prior to the date of such release. (c) At any officer time when a Default or duly authorized person Event of Default has occurred and is continuing and the maturity of the ABL Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreements.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by all or any portion of the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to the consent of the Senior Priority Representative, (B) any sale, transfer or other disposition of all or any portion of the Collateral other than in connection with any Exercise of Secured Creditor Remedies, so long as such Common Collateralsale, transfer or other disposition is then permitted by the Senior Priority Documents, or (C) the release of the Senior Priority Secured Parties’ Liens upon such Common on all or any portion of the Collateral securing New First Lien Obligations will automatically be released and discharged which release under clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as and when, but only determined pursuant to the extentapplicable Senior Priority Documents), such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent occurring prior to the Discharge of this Section 2.4(bSenior 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 agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) so long as (1) the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.01 hereof and (2) there is a corresponding release of the Liens securing the Senior Priority Obligations, such sale or release will be free and clear of the Liens on any Common such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be without further action. In furtherance of, and subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)to, the New First foregoing, each Junior Priority Agent agrees that it will execute any and all Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral Each Junior Priority Agent hereby appoints the ABL Collateral Agent Senior Priority Representative and any officer or duly authorized person of the ABL Collateral AgentSenior 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 the New First Lien Collateral such Junior Priority Agent and in the name of the New First Lien Collateral such Junior Priority Agent or in the ABL Collateral AgentSenior Priority Representative’s own name, from time to time, in the ABL Collateral AgentSenior 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 (which appointment, being coupled with an interest, is irrevocable). Until the Discharge of Senior Priority Obligations, to the extent that the Senior Priority Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new Senior Priority Liens, then the Junior Priority Secured Parties shall at the time of such reinstatement or new Senior Priority Liens be granted a Junior Priority Lien on any such Collateral.

Release of Liens. If at The Borrower and the Guarantors will be entitled to release the security interests in respect of the Collateral securing the Obligations under any time one or more of the following circumstances: (a) in connection with any Grantor sale or other disposition of the Collateral to a Person that is not the Borrower or a Guarantor (but excluding any transaction subject to Article V of Annex I hereof), if such sale or other disposition does not violate Section 4.08 of Annex I hereof, but only in respect of the Collateral sold or otherwise disposed of; (b) in connection with the release of a Guarantor from its Loan Guarantee pursuant to the terms of this Agreement, the release of the property and assets of such Guarantor; (c) if the Borrower designates any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Agreement, the release of the property, assets and Capital Stock of such Unrestricted Subsidiary; (d) in accordance with the Intercreditor Agreement or any ABL Secured Party delivers notice Additional Intercreditor Agreement; (e) as provided under Section 9.08, Section 4.06(b) of Annex I (in which case, for the avoidance of doubt, such release shall be automatic and unconditional) and Section 4.12 of Annex I hereof; (f) upon termination of the Commitments and payment in full of all Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the New First applicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made); (g) to release and re-take any Lien on any Collateral Agent to the extent not otherwise prohibited by the terms of this Agreement, the Security Documents or the Intercreditor Agreement or any Additional Intercreditor Agreement; (h) in connection with a transaction permitted by Article V of Annex I hereof; or (i) with respect to any specified Common Collateral that: that is transferred to a Receivables Subsidiary pursuant to a Qualified Receivables Financing, and with respect to any Securitization Obligation that is transferred in one or more transactions, to a Receivables Subsidiary. The Security Agent and the Administrative Agent will take all necessary action required to effectuate any release of the Collateral securing the Loans and the Loan Guarantees, in accordance with the provisions of this Agreement, the Intercreditor Agreement (Aon and after the execution thereof) such specified Common Collateral is sold, transferred or otherwise disposed any Additional Intercreditor Agreement (on and after the execution thereof) and the relevant Security Document. Each of (a “Disposition”) the releases set forth above shall be effected by the owner Security Agent without the consent of the Lenders or any action on the part of the Administrative Agent. The Security Agent and the Administrative Agent will agree to any release of the security interest in respect of the Collateral that is in accordance with this Agreement, the Intercreditor Agreement (on and after the execution thereof) or any Additional Intercreditor Agreement (on and after the execution thereof) and the relevant Security Document, without requiring any Lender consent or any action on the part of the Administrative Agent. Upon request of the Borrower and upon receipt of an Officer’s Certificate stating that all conditions precedent in respect of such Common release have been satisfied, the Security Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of Collateral in a transaction permitted under to be released pursuant to this Agreement, the ABL Credit Intercreditor Agreement, any Additional Intercreditor Agreement and the New First Lien Agreement; or (B) Security Documents. At the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise request of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)Borrower, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies Security Agent shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming an appropriate instrument evidencing such release on customary terms, which instruments, releases and termination statements shall be substantially identical to (in the comparable instruments, releases and termination statements executed form provided by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 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 irrevocableBorrower).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an 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 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, shall retain a Lien on the proceeds of such sale, transfer or other disposition (to 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 such Common Collateralthe ABL Priority Collateral (but not the proceeds thereof) so sold, then the Liens upon such Common Collateral securing New First Lien Obligations will transferred, or disposed shall terminate and be automatically be released without further action concurrently with, and discharged as and when, but only to the extentsame extent as, such the release of the ABL Secured Parties’ Liens on such Common Collateral securing ABL Obligations are released Priority Collateral. In furtherance of, and discharged (provided that in the case of clause (B) of this Section 2.4(b)subject to, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)foregoing, the New First Lien Collateral Term Agent shall, at the Company’s expense, agrees that it will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Collateral Term Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Term Agent and in the name of the New First Lien Collateral Term 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 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). (ii) In the event of (A) any private or public sale of all or any portion of the Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Term 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 Term 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 Term Documents or consented to by the requisite Term Lenders, irrespective of whether an Event of Default has occurred, the ABL Agent agrees, on behalf of itself and the ABL Secured Parties that, so long as the ABL Agent, for the benefit of the ABL Secured Parties, shall retain a Lien on the proceeds of such sale, transfer or other disposition (to the extent that such proceeds are not applied to the Term Obligations as provided in Section 4.1(c) hereof), such sale, transfer or disposition will be free and clear of the Liens on such Term Priority Collateral (but not the proceeds thereof) securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Term 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 Term Secured Parties’ Liens on such Term Priority Collateral. In furtherance of, and subject to, the foregoing, the ABL Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the Term Agent in connection therewith. The ABL Agent hereby appoints the Term Agent and any officer or duly authorized person of the Term 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 ABL Agent and in the name of the ABL Agent or in the Term Agent’s own name, from time to time, in the Term 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 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).

Release of Liens. If (a) Notwithstanding anything to the contrary in the Collateral Documents, the Second Lien/Second Lien Intercreditor Agreement or the Multi-Lien Intercreditor Agreement, Collateral shall be released from the Lien and security interest created by the Collateral Documents to secure the Securities and the other Obligations under this Indenture at any time or from time to time in accordance with the provisions of the Second Lien/ Second Lien Intercreditor Agreement or the Collateral Documents or as provided hereby. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Securities, and the applicable Guarantor shall be automatically released from its obligations under this Indenture, under any Grantor one or more of the following circumstances or any ABL Secured Party delivers notice to applicable circumstance as provided in the New First Second Lien/Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement or the Collateral Agent with respect to any specified Common Collateral thatDocuments: (Ai) such specified Common to enable the Issuer or any Collateral is sold, transferred Guarantor to consummate the disposition (other than any disposition to the Issuer or otherwise disposed of (a “Disposition”Collateral Guarantor) by the owner of such Common Collateral in a transaction permitted property or assets to the extent not prohibited under the ABL Credit Agreement and the New First Lien Agreement; orSection 9.12; (Bii) to the ABL Secured Parties are releasing extent that such Collateral comprises property leased to the Issuer or have released their Liens on any Collateral Guarantor, upon termination or expiration of such Common lease; (iii) in respect of the property and assets of a Collateral Guarantor, upon the release or discharge of the Guarantee of such Collateral Guarantor in accordance with this Indenture; (iv) in respect of any property and assets of a Collateral Guarantor or the Issuer that would constitute Collateral but is at such time not subject to a Lien securing Second Lien Obligations (other than the Obligations), other than any property or assets that cease to be subject to a Lien securing Second Lien Obligations (other than the Obligations) in connection with a Disposition in connection with an Exercise Discharge of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released or Discharge of Second Lien Obligations (other than the Obligations); provided that if such property and discharged as and when, but only assets (other than Excluded Property) are subsequently subject to a Lien securing Second Lien Obligations (other than the extentObligations), such Liens on such Common property and assets shall subsequently constitute Collateral securing ABL Obligations are released and discharged under this Indenture; (provided that v) in the case respect of clause (B) of this Section 2.4(b), the Liens on any Common Collateral transferred to a third party or otherwise disposed of in connection with any enforcement by the Collateral Agent in accordance with the Second Lien/Second Lien Intercreditor Agreement or Multi-Lien Intercreditor Agreement; (vi) pursuant to an Exercise amendment or waiver in accordance with Section 5.12 or Article 8; (vii) in accordance with the applicable provisions of Secured Creditor Remedies shall be automatically released but the Second Lien/Second Lien Intercreditor Agreement, Multi-Lien Intercreditor Agreement or the Collateral Documents; (viii) in respect of any proceeds thereof property and assets that are or become Excluded Property pursuant to a transaction not applied prohibited under this Indenture including without limitation (x) any collections and accounts established solely for the collection of Receivables to repay ABL Obligations shall be subject secure the incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 9.08(b)(xxviii) and any property securing such Qualified Receivable Facility, (y) consist of Securitization Assets transferred to a Securitization Subsidiary in connection with a Qualified Securitization Facility permitted under Section 9.08(b)(xxvii) or (z) consist of Digital Products transferred to a Digital Products Subsidiary in connection with a Qualified Digital Products Facilities permitted under Section 9.08(b)(xxx); (ix) if the respective Liens securing New First Lien Obligations and shall be applied Securities have been discharged or defeased pursuant to Section 4.1). Upon delivery 11.03; (x) as required by the Collateral Agent to effect any disposition of Collateral in connection with any exercise of remedies under the Collateral Documents; (xi) pursuant to the New First Lien terms of any applicable Intercreditor Agreement; and (xii) [reserved]; or (xiii) upon such Collateral becoming Excluded Property. In addition, (i) the security interests granted pursuant to the Collateral Documents securing the Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Collateral Guarantors, as of the date when all the Obligations under this Indenture and the Collateral Documents (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; and (ii) the security interests granted pursuant to the Collateral Documents securing the Obligations shall automatically terminate as of the date when the holders of at least 66.666% in aggregate principal amount of all Securities issued under this Indenture consent to the termination of the Collateral Documents. In connection with any termination or release pursuant to this Section 13.04(a), upon the receipt of an Officers’ Certificate and Opinion of Counsel from the Issuer, the Collateral Agent shall execute and deliver to the Issuer or any Collateral Guarantor (as defined in the applicable Collateral Agreement), at the Issuer or such Collateral Guarantor’s expense, all necessary or appropriate documents that the Issuer or such Collateral Guarantor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements, filings with the United States Patent and Trademark Office and filings with the United States Copyright Office), and will duly assign and transfer to the Issuer or such Collateral Guarantor, such of a notice from the ABL Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent stating that any such release and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Collateral Documents. Any execution and delivery of Liens securing documents pursuant to this Section 13.04(a) shall be without recourse to or supporting warranty by the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice. In connection with any release pursuant to this Section 13.04(a), the New First Issuer and the Collateral Guarantors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements and the filing of releases with the United States Patent and Trademark Office and the United States Copyright Office. Upon the receipt of an Officers’ Certificate and Opinion of Counsel from the Issuer, as described in Section 13.04(b) below, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent is hereby authorized to, instructed to and shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture, the Collateral Documents, the Second Lien/Second Lien Intercreditor Agreement or the Multi-Lien Intercreditor Agreement. In the event any Lien or Guarantor is released hereunder and the Issuer is not required to deliver an Officers’ Certificate and/or Opinion of Counsel to the Collateral Agent and Trustee, the Collateral Agent and Trustee shall receive notice of such release. Subject to the Intercreditor Agreements, the Holders and the other Secured Parties hereby irrevocably authorize and instruct the Trustee and the Collateral Agent to, upon receipt of an Officers’ Certificate and Opinion of Counsel, without any further consent of any Holder or any other Secured Party, and, upon the request of the Issuer, the Collateral Agent shall, at (a) enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any of the Company’s expense, promptly execute and deliver such instruments, releases, termination statements Intercreditor Agreements with the collateral agent or other documents confirming such representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under any of Section 9.10(a)(i), (ii), (xxvi), (xxvii), (xxxiii), (xxxvii) or (xli) (and solely in accordance with the relevant requirements thereof and not in lieu of the requirements thereof) and (b) release any Lien securing the obligations on customary terms, which instruments, releases and termination statements shall be substantially identical any property granted to or held by the Collateral Agent under any Note Document to the comparable instrumentsholder of any Lien on such property that is permitted by Section 9.10(a)(iii), releases and termination statements executed by (ix) or (xxii) in each case to the ABL Collateral Agent extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property. (b) Notwithstanding anything herein to the contrary, in connection with such release. The New First Lien any release of Collateral, the Collateral Agent hereby appoints the ABL Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and any officer or duly authorized person Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 13.04, have been met and stating under which of the ABL circumstances set forth in Section 13.04(a) above the Collateral is being released have been delivered to the Collateral Agent. (c) Notwithstanding anything herein to the contrary, at any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Collateral Documents will be effective as against the Holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place Multi Lien Intercreditor Agreement and stead of the New First Second Lien/Second Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If at Without limiting any time any Grantor or any ABL Secured Party delivers notice to release permitted under the New First Lien Collateral Agent with respect to any specified Common Collateral that: Base Intercreditor Agreement, in the event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by all or any portion of the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common the consent of the Senior Priority Representative, (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 upon such Common on all or any portion of the Collateral securing New First Lien Obligations will automatically be released and discharged which release under Clause (C) shall have been approved by all of the requisite Senior Priority Secured Parties (as and when, but only determined pursuant to the extentapplicable Senior Priority Documents), such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent occurring prior to the Discharge of this Section 2.4(bSenior 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 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 Base Intercreditor Agreement as supplemented by Section 4.1 hereof, such sale or release will be free and clear of the Liens on any Common such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be without further action. In furtherance of, and subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)to, the New First foregoing, each Junior Priority Agent agrees that it will execute any and all Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral Each Junior Priority Agent hereby appoints the ABL Collateral Agent Senior Priority Representative and any officer or duly authorized person of the ABL Collateral AgentSenior 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 the New First Lien Collateral such Junior Priority Agent and in the name of the New First Lien Collateral such Junior Priority Agent or in the ABL Collateral AgentSenior Priority Representative’s own name, from time to time, in the ABL Collateral AgentSenior 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 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).

Release of Liens. If at In the event of any time any Grantor private or public sale of all or any ABL Secured Party delivers notice to the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed portion of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or Collateral (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral other than in connection with a Disposition 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 such Common ABL Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds Proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien the Shared Collateral Obligations and shall be applied pursuant to Section 4.1)this Agreement and the Shared Collateral Intercreditor Agreement. Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)In furtherance of, and subject to, the New First Lien foregoing, the Shared Collateral Agent shall, at the Company’s expense, Agents agree that they will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Each Shared Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien such Shared Collateral Agent and in the name of the New First Lien such Shared 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 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).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to 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 Common Collateralsale, transfer or other disposition is then permitted by the Liens upon 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 Common Collateral securing New First Lien Obligations will automatically be released and discharged as and whenrelease is then permitted by the ABL Documents or shall have been approved by the requisite ABL Lenders, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (BC) only to the extent prior to the date upon which the Discharge of this Section 2.4(bABL 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 any Common 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 of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be without further action. In furtherance of, and subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)to, the New First Lien Collateral foregoing, the Term Agent shall, at the Company’s expense, agrees that it will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Collateral Term Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Term Agent and in the name of the New First Lien Collateral Term 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 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). All proceeds realized from any such sale or disposition shall be applied to the ABL Obligations or the Term Obligations in accordance with the terms of this Agreement. (ii) In the event of (A) any private or public sale of all or any portion of the Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Term 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 Term 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 Term Documents or shall have been approved by the requisite Term Lenders or (C) the release of the Term Secured Parties’ Lien on all or any portion of the Term 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 Term Documents or shall have been approved by the requisite Term Lenders, in the case of clause (C) only to the extent prior to the date upon which the Discharge of Term 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 ABL Agent agrees, on behalf of itself and the ABL Lenders, that such sale, transfer, other disposition or release will be free and clear of the Liens on such Term 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 promptly execute any and all Lien releases or other documents reasonably requested by the Term Agent in connection therewith. The ABL Agent hereby appoints the Term Agent and any officer or duly authorized person of the Term 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 ABL Agent and in the name of the ABL Agent or in the Term Agent’s own name, from time to time, in the Term 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 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). All proceeds realized from any such sale or disposition shall be applied to the ABL Obligations or the Term Obligations in accordance with the terms of this Agreement.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to 8.1 Seller shall protect and defend the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement Indemnitees and the New First Lien Agreement; or (B) proper- ty upon which the ABL Secured Parties Goods are releasing to be installed or have released their Liens on such Common Collateral furnished, inclu- ding all improvements, structures, equipment, machinery and other property now or hereafter placed thereon, from any Encumbrances arising out of or in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only Goods furnished. Xxxxxx agrees to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed fullest extent permitted by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 paragraphappli- cable law, to take release, defend, indemnity, save and hold harmless the indemnitees from and against any and all appropriate action and claims arising out of Seller’s failure to execute and deliver any meet ist obligations under this Article 8. Upon request, Seller shall furnish to Purchaser a fully executed Release of Lien in the form attached hereto as “Attachment E” from Seller and all documents Sub-suppliers pertinent to this Purchase Order for progress payment(s) and instruments as final payment. Provision of an appropriate (in the reasonable opinion of Purchas- er) Release of Lien shall be a condition precedent to Purchaser’s obligation to make payment for Goods. Failure to comply will result in a delay of payments. 8.2 If there is evidence that Purchaser or Owner, or the property of either, might become liable for any claim or subject to any Encumbrance that is chargeable to Seller or its Sub-suppliers, Purchaser may at any time, on its own volition or at Owner’s request, exercise any or all of the following: A. Require that Seller post a bond to remove such Encumbrances, the cost of which shall not be necessary reimbursable but shall be to Seller’s account. B. Retain out of payment due to Seller an amount (in addition to any retention) sufficient to indemnify Purchaser and Owner against such claim or desirable lien. Purchaser may retain the amount withheld until Seller pays and discharges the Encumbrances or until Purchaser and Owner are satisfied that such Encumbrance is not valid. If the Encumbrance is valid (in Purchaser’s sole yet reasonable judgment), Purchaser may pay and discharge the Encumbrances. If Purchaser pays and discharges such Encum- brances, then Purchaser may deduct the amounts paid from amounts due to accomplish Seller under 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)Purchase Order.

Release of Liens. If (a) Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time any Grantor or from time to time in accordance with the provisions of the Security Documents or as provided hereby. Upon the request of the Issuers pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, the Issuers and the Guarantors will be entitled to a release of assets included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Issuers’ sole cost and expense, under one or more of the following circumstances: (1) to enable the Issuers or any ABL Secured Party delivers notice Guarantor to consummate the disposition of such property or assets to the New First Lien Collateral Agent extent not prohibited under Section 4.06; (2) in the case of a Guarantor that is released from its Note Guarantee with respect to any specified Common Collateral that: (A) such specified Common Collateral is soldthe Securities, transferred or otherwise disposed the release of (a “Disposition”) by the owner property and assets of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien AgreementGuarantor; or (B3) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1)described under Article 9. Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)Officers’ Certificate and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the New First Lien Collateral Agent shallshall execute, at deliver or acknowledge such instruments or releases to evidence the Company’s expenserelease of any Collateral permitted to be released pursuant to this Indenture or the Security Documents. (b) No Collateral may be released from the Lien and security interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.04, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical dated not more than five days prior to the comparable instruments, releases and termination statements executed by date of the ABL Collateral Agent in connection with application for such release. The New First Lien Collateral Agent hereby appoints , has been delivered to the ABL Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent). (c) At any officer time when a Default or duly authorized person Event of Default has occurred and is continuing and the maturity of the ABL Securities has been accelerated (whether by declaration or otherwise) and the Trustee (if not then the Collateral Agent) has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in Collateral pursuant to the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 provisions of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments Indenture or the Security Documents will be effective as may be necessary or desirable to accomplish against 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)Holders.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common the consent of the 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 Liens upon such Common Collateral securing New First ABL Documents, (C) the release of the ABL Secured Parties’ Lien Obligations will automatically be released and discharged as and whenon all or any portion of the ABL Priority Collateral, but only to which release under clause (C) shall have been approved by the extent, such Requisite ABL Holders or (D) the release of the ABL Secured Parties’ Liens on such Common ABL Priority Collateral securing of a Guarantor upon the termination and discharge of the applicable subsidiary guaranty in accordance with the terms of the ABL Obligations are released and discharged (provided that 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 Term Loan Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (BA) above are applied as provided in Section 4.1 hereof and there is a corresponding release of this Section 2.4(b), the Liens on any Common 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 of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but 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 thereof not of any such sale, if any, described in clause (A) above are applied to repay as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such ABL Obligations shall Priority Collateral securing the ABL Obligations) such sale or release will be subject 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 respective Liens securing New First Lien Obligations ABL Priority Collateral so sold, transferred, disposed or released shall terminate and shall be applied pursuant to Section 4.1)automatically released without further action. Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)In furtherance of, and subject to, the New First Lien Collateral foregoing, each of the Term Loan Agent shalland any Additional Term Agent agrees that it will execute, at the Company’s Credit Parties’ expense, promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Collateral Each of the Term Loan Agent and any Additional Term Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent such Party and in the name of the New First Lien Collateral Agent such Party 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 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). (ii) In the event of (A) any private or public sale of all or any portion of the Term Loan Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Term Loan Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Term Loan Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Term Loan Priority Collateral Documents, (C) the release of the Term Loan Collateral Secured Parties’ Liens on all or any portion of the Term Loan Priority Collateral, which release under clause (C) shall have been approved by the Requisite Term Holders or (D) the release of the Term Loan Collateral Secured Parties’ Liens on Term Loan Priority Collateral of a Guarantor upon the termination and discharge of the applicable subsidiary guaranty in accordance with the terms thereof, in the case of clauses (B), (C) and (D) only to the extent occurring prior to the date upon which the Discharge of Term Loan Collateral Obligations shall have occurred and not in connection with a Discharge of Term Loan Collateral Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL 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 Term Loan Priority Collateral securing the Term Loan Collateral Obligations) such sale or release will be free and clear of the Liens on such Term Loan Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Term Loan 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, at the Credit Parties’ expense, any and all Lien releases or other documents reasonably requested by the Term Loan Collateral Representative in connection therewith. ABL Agent hereby appoints the Term Loan Collateral Representative and any officer or duly authorized person of the Term Loan 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 Term Loan Collateral Representative’s own name, from time to time, in the Term Loan 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 the event of any private or public sale of all or any portion of the Term Loan Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Term Loan Collateral Representative, each Additional Term Agent agrees, on behalf of the Additional Term Secured Parties, 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 and there is a corresponding release of the Liens on such Term Loan Priority Collateral securing the Term Loan Collateral Obligations), such sale or release will be free and clear of its Liens on such Term Loan Priority Collateral securing the Additional Term Obligations, and the Additional Term Agent’s and the Additional Term Secured Parties’ Liens with respect to the Term Loan 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 Term Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Term Loan Collateral Representative in connection therewith. Each Additional Term Agent hereby appoints the Term Loan Collateral Representative and any officer or duly authorized person of the Term Loan 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 Term Loan Collateral Representative’s own name, from time to time, in the Term Loan 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).

Release of Liens. If at In the event of any time any Grantor private or public sale or other disposition of all or any ABL Secured Party delivers notice portion of the Collateral by First Lien Agent or First Lien Co-Agent after the occurrence and during the continuance of a First Lien Default (and prior to the New date upon which the Discharge of First Lien Indebtedness shall have occurred) in connection with the liquidation by First Lien Agent or First Lien Co-Agent of all or any material portion of the Collateral and the collection by First Lien Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed First Lien Co-Agent of (a “Disposition”) by the owner First Lien Indebtedness through the sale or other disposition of such Common Collateral in (whether prior to or after the occurrence of an Insolvency Proceeding) (any such sale or other disposition, a transaction permitted under the ABL Credit Agreement "First Lien Lender Sale"), then Second Lien Agent, on behalf of itself and the New Second Lien Lenders, agrees that such First Lien AgreementLender Sale will be free and clear of the 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); or provided that (Bx) First Lien Agent, First Lien Co-Agent and the ABL Secured Parties are releasing or have released First Lien Lenders also release their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral(and, then if the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and whenLender Sale includes Equity Interests in any Obligor, but only to the extent, such Liens on such Common Collateral securing ABL Obligations entities whose Equity Interests are released and discharged (provided that in the case of clause (B) of this Section 2.4(bsold from all First Lien Indebtedness), (y) the Liens on Proceeds of any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New such First Lien Obligations Lender Sale are applied in accordance with Section 9, and shall be applied pursuant to Section 4.1). Upon delivery to the New (z) First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of Co-Agent shall have conducted such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent Lender Sale in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent a commercially reasonable manner and in accordance with the name of the New First Lien 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 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)UCC.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to the consent of the 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 Common 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, then which release under clause (C) shall have been approved by the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and whenRequisite ABL Holders, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent occurring prior to the Discharge of this Section 2.4(bABL 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 First Lien 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 securing the ABL Obligations), such sale, transfer, disposition or release will be free and clear of the Liens on any Common such ABL Priority Collateral securing the First Lien Term Loan 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 of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but 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 proceeds thereof not such sale, if any, described in clause (A) above are applied to repay as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the ABL Obligations shall Obligations) such sale, transfer, disposition or release will be subject 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 respective 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 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 New 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 Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Term Loan Agent’s receipt of such notice), the New First Second Lien Collateral Term Loan Agent shall, at the Company’s expense, promptly and any Additional Term Agent agrees that it will execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent Representative in connection with such releasetherewith. The New Each of the First Lien Collateral Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term Agent hereby appoints the ABL Collateral Agent Representative and any officer or duly authorized person of the ABL Collateral AgentRepresentative, 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 New First Lien Collateral Agent such Party and in the name of the New First Lien Collateral Agent such Party or in the ABL Collateral AgentRepresentative’s own name, from time to time, in the ABL Collateral AgentRepresentative’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). (ii) In the event of (A) any private or public sale of all or any portion of the Term Loan Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Term Loan Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Term Loan 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 Term Loan Priority Collateral Documents, or (C) the release of the First Lien Term Loan Collateral Secured Parties’ and Second Lien Term Loan Collateral Secured Parties’ Liens on all or any portion of the Term Loan Priority Collateral, which release under clause (C) shall have been approved by the requisite First Lien Term Loan Collateral Secured Parties (as determined pursuant to the applicable First Lien Term Loan Collateral Priority Documents) and the requisite Second Lien Term Loan Collateral Secured Parties (as determined pursuant to the applicable Second Lien Term Loan Collateral Priority Documents), in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of First Lien Term Loan Collateral Obligations and Second Lien Term Loan Collateral Obligations and not in connection with a Discharge of First Lien Term Loan Collateral Obligations or Second Lien Term Loan Collateral Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL 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 First Lien Term Loan Obligations, Second Lien Term Loan Obligations and any Additional Term Obligations), such sale or release will be free and clear of the Liens on such Term Loan Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Term Loan 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 Lien releases or other documents reasonably requested by the Term Loan Collateral Representative in connection therewith. The ABL Agent hereby appoints the Term Loan Collateral Representative and any officer or duly authorized person of the Term Loan 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 Term Loan Collateral Representative’s own name, from time to time, in the Term Loan 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).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common the consent of the 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 Liens upon 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 Common Collateral securing New First Lien Obligations will automatically be released and discharged release shall have been approved by the requisite ABL Lenders (as and when, but only determined pursuant to the extentABL Documents), such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent prior to the date upon which the Discharge of this Section 2.4(bABL 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 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 any Common such ABL Priority Collateral securing the Cash Flow Collateral Obligations, and Liens of each Cash Flow Collateral Agent and the Cash Flow Collateral Secured Parties represented thereby with respect to the ABL Priority Collateral so sold, transferred, disposed of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be without further action. In furtherance of, and subject to to, the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien foregoing, each Cash Flow Collateral Agent of a notice from the ABL Collateral Agent stating agrees that it will execute any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First and all Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above are applied in accordance with such releasethe terms of this Agreement. The New First Lien Each Cash Flow Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent such Party and in the name of the New First Lien Collateral Agent such Party 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 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 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). (ii) In the event of (A) any private or public sale of all or any portion of the Cash Flow Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Cash Flow Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Cash Flow Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Cash Flow Priority Collateral Documents or (C) the release of the Cash Flow Collateral Secured Parties’ Liens on all or any portion of the Cash Flow Priority Collateral, so long as such release shall have been approved by the Requisite Cash Flow Holders, in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of All Cash Flow Collateral Obligations shall have occurred and not in connection with a Discharge of All Cash Flow Collateral Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL Lenders, 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 Cash Flow Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Cash Flow 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 Lien releases or other documents reasonably requested by the Cash Flow Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition described in clause (A) above of such Cash Flow Priority Collateral are applied in accordance with the terms of this Agreement. The ABL Agent hereby appoints the Cash Flow Collateral Representative and any officer or duly authorized person of the Cash Flow 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 the ABL Agent and in the name of the ABL Agent or in the Cash Flow Collateral Representative’s own name, from time to time, in the Cash Flow 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).

Release of Liens. If (a) Notwithstanding anything to the contrary in the Collateral Documents or the First Lien/First Lien Intercreditor Agreement, Collateral shall be released from the Lien and security interest created by the Collateral Documents to secure the Securities and the other Obligations under this Indenture at any time or from time to time in accordance with the provisions of the First Lien/First Lien Intercreditor Agreement or the Collateral Documents or as provided hereby. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Securities, and the applicable Guarantor shall be automatically released from its obligations under this Indenture, under any Grantor one or more of the following circumstances or any ABL Secured Party delivers notice to applicable circumstance as provided in the New First Lien/First Lien Intercreditor Agreement or the Collateral Agent with respect to any specified Common Collateral thatDocuments: (Ai) such specified Common to enable the Issuer or any Collateral is sold, transferred Guarantor to consummate the disposition (other than any disposition to the Issuer or otherwise disposed of (a “Disposition”Collateral Guarantor) by the owner of such Common property or assets to the extent not prohibited under Section 9.12; (ii) to the extent that such Collateral comprises property leased to the Issuer or any Collateral Guarantor, upon termination or expiration of such lease; (iii) in respect of the property and assets of a transaction permitted under Collateral Guarantor, upon the ABL Credit Agreement release or discharge of the Guarantee of such Collateral Guarantor in accordance with this Indenture; (iv) in respect of any property and assets of a Collateral Guarantor or the New Issuer that would constitute Collateral but is at such time not subject to a Lien securing First Lien Agreement; or Obligations (Bother than the Obligations), other than any property or assets that cease to be subject to a Lien securing First Lien Obligations (other than the Obligations) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise Discharge of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released (other than the Obligations); provided that if such property and discharged as and when, but only assets (other than Excluded Property) are subsequently subject to a Lien securing First Lien Obligations (other than the extentObligations), such Liens on such Common property and assets shall subsequently constitute Collateral securing ABL Obligations are released and discharged under this Indenture; (provided that v) in the case respect of clause (B) of this Section 2.4(b), the Liens on any Common Collateral transferred to a third party or otherwise disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to enforcement by the respective Liens securing New Collateral Agent in accordance with the First Lien/First Lien Obligations Intercreditor Agreement; (vi) pursuant to an amendment or waiver in accordance with Section 5.12 or Article 8; (vii) in accordance with the applicable provisions of the First Lien/First Lien Intercreditor Agreement or the Collateral Documents; (viii) in respect of any property and shall be applied assets that are or become Excluded Property pursuant to a transaction not prohibited under this Indenture including without limitation (x) any collections and accounts established solely for the collection of Receivables to secure the incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 9.08(b)(xxviii) and any property securing such Qualified Receivable Facility, (y) consist of Securitization Assets transferred to a Securitization Subsidiary in connection with a Qualified Securitization Facility permitted under Section 9.08(b)(xxvii) or (z) consist of Digital Products transferred to a Digital Products Subsidiary in connection with a Qualified Digital Products Facilities permitted under Section 9.08(b)(xxx); (ix) if the Securities have been discharged or defeased pursuant to Section 4.1). Upon delivery 11.03; (x) as required by the Collateral Agent to effect any disposition of Collateral in connection with any exercise of remedies under the Collateral Documents; (xi) pursuant to the New First Lien terms of any applicable Intercreditor Agreement; and (xii) [reserved]; or (xiii) upon such Collateral becoming Excluded Property. In addition, (i) the security interests granted pursuant to the Collateral Documents securing the Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Collateral Guarantors, as of the date when all the Obligations under this Indenture and the Collateral Documents (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; and (ii) the security interests granted pursuant to the Collateral Documents securing the Obligations shall automatically terminate as of the date when the holders of at least 66.666% in aggregate principal amount of all Securities issued under this Indenture consent to the termination of the Collateral Documents. In connection with any termination or release pursuant to this Section 13.04(a), upon the receipt of an Officers’ Certificate and Opinion of Counsel from the Issuer, the Collateral Agent shall execute and deliver to the Issuer or any Collateral Guarantor (as defined in the applicable Collateral Agreement), at the Issuer or such Collateral Guarantor’s expense, all necessary or appropriate documents that the Issuer or such Collateral Guarantor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements, filings with the United States Patent and Trademark Office and filings with the United States Copyright Office), and will duly assign and transfer to the Issuer or such Collateral Guarantor, such of a notice from the ABL Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent stating that any such release and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Collateral Documents. Any execution and delivery of Liens securing documents pursuant to this Section 13.04(a) shall be without recourse to or supporting warranty by the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice. In connection with any release pursuant to this Section 13.04(a), the New Issuer and the Collateral Guarantors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements and the filing of releases with the United States Patent and Trademark Office and the United States Copyright Office. Upon the receipt of an Officers’ Certificate and Opinion of Counsel from the Issuer, as described in Section 13.04(b) below, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent is hereby authorized to, instructed to and shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture, the Collateral Documents and the First Lien/First Lien Intercreditor Agreement. In the event any Lien or Guarantor is released hereunder and the Issuer is not required to deliver an Officers’ Certificate and/or Opinion of Counsel to the Collateral Agent and Trustee, the Collateral Agent and Trustee shall receive notice of such release. Subject to the Intercreditor Agreements, the Holders and the other Secured Parties hereby irrevocably authorize and instruct the Trustee and the Collateral Agent to, upon receipt of an Officers’ Certificate and Opinion of Counsel, without any further consent of any Holder or any other Secured Party, and, upon the request of the Issuer, the Collateral Agent shall, at (a) enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any of the Company’s expense, promptly execute and deliver such instruments, releases, termination statements Intercreditor Agreements with the collateral agent or other documents confirming such representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under any of Section 9.10(a)(i), (ii), (xxvi), (xxvii), (xxxiii), (xxxvii) or (xli) (and solely in accordance with the relevant requirements thereof and not in lieu of the requirements thereof) and (b) release any Lien securing the obligations on customary terms, which instruments, releases and termination statements shall be substantially identical any property granted to or held by the Collateral Agent under any Note Document to the comparable instrumentsholder of any Lien on such property that is permitted by Section 9.10(a)(iii), releases and termination statements executed by (ix) or (xxii) in each case to the ABL Collateral Agent extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property. (b) Notwithstanding anything herein to the contrary, in connection with such release. The New First Lien any release of Collateral, the Collateral Agent hereby appoints the ABL Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and any officer or duly authorized person Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 13.04, have been met and stating under which of the ABL circumstances set forth in Section 13.04(a) above the Collateral is being released have been delivered to the Collateral Agent. (c) Notwithstanding anything herein to the contrary, at any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Collateral Documents will be effective as against the Holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien/First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If (a) If, at any time any Grantor or any ABL Secured Party delivers notice to the New First Lien Controlling Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred forecloses upon or otherwise disposed of (a “Disposition”) by the owner of such Common exercises remedies against any Shared Collateral resulting in a transaction permitted under sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the ABL Credit Agreement and the New First Lien Agreement; or (Btime) the ABL Liens in favor of each other Collateral Agent for the benefit of each Series of Pari Passu Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Shared Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens of the Controlling Collateral Agent on such Common Shared Collateral securing ABL Obligations are released and discharged (discharged; provided that in the case of clause (Bi) of this Section 2.4(b), the Liens on in favor of each Collateral Agent for the benefit of each related Series of Pari Passu Secured Parties secured by such Shared Collateral attach to any Common Collateral disposed such Proceeds of in connection such sale or disposition with an Exercise the same priority vis-à-vis all the other Pari Passu Secured Parties as existed prior to the commencement of Secured Creditor Remedies such sale or other disposition, and any such Liens shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be remain subject to the respective Liens securing New First Lien Obligations terms of this Agreement until application thereof pursuant to Section 2.01 and (ii) any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien 2.01. (b) Each Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly and Authorized Representative agrees to execute and deliver (at the sole costs and expense of the Grantors) all such instruments, releases, termination statements or authorizations and other documents confirming such release on customary terms, which instruments, releases and termination statements instruments as shall reasonably be substantially identical to the comparable instruments, releases and termination statements executed requested by the ABL Controlling Collateral Agent to evidence and confirm any release of Shared Collateral provided for in connection with such release. The New First Lien this Section 2.04. (c) Each Non-Controlling Authorized Representative and Non-Controlling Collateral Agent Agent, for itself and on behalf of the Pari Passu Secured Parties of the Series for whom it is acting, hereby irrevocably appoints the ABL Controlling Collateral Agent and any officer or duly authorized person agent of the ABL Controlling Collateral Agent, which appointment is coupled with an interest with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney and authority in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien such Non-Controlling Authorized Representative, 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 paragraphPari Passu Secured Party, to take any and all appropriate action and to execute and deliver any and all documents and instruments as which may be necessary or desirable to accomplish the purposes evidence and confirm any release of Shared Collateral provided for in 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)Section 2.04.

Release of Liens. If If, at any time any Grantor or any ABL Secured Party delivers notice to the New First Subordinated Lien Collateral Agent Agents with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement, the CF Credit Agreement and the New First Lien AgreementIndenture; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Subordinated Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Subordinated Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Subordinated Lien Collateral Agent Agents of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First each of Subordinated Lien Collateral Agent’s receipt of such noticeAgents’), the New First each such Subordinated Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Each Subordinated Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First such Subordinated Lien Collateral Agent and in the name of the New First such Subordinated Lien 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 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).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common the consent of the 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 Liens upon 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 Common Collateral securing New First Lien Obligations will automatically be released and discharged release shall have been approved by the requisite ABL Lenders (as and when, but only determined pursuant to the extentABL Documents), such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent prior to the date upon which the Discharge of this Section 2.4(bABL 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 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 any Common 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 of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but 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 proceeds thereof not of any such sale, if any, described in clause (A) above are applied to repay as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such ABL Obligations shall be subject Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the respective Liens securing New First Lien Obligations ABL Priority Collateral so sold, transferred, disposed or released shall terminate and shall be applied pursuant to Section 4.1)automatically released without further action. Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)In furtherance of, and subject to, the New First foregoing, each of the Note Agent and any Additional Agent agrees that it will execute any and all Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral Each of the Note Agent and any Additional Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent such Party and in the name of the New First Lien Collateral Agent such Party 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 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 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). (ii) In the event of (A) any private or public sale of all or any portion of the Note Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Note Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Note Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Note Priority Collateral Documents or (C) the release of the Note Collateral Secured Parties’ Liens on all or any portion of the Note Priority Collateral, so long as such release shall have been approved by the Requisite Holders, in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of Note Collateral Obligations shall have occurred and not in connection with a Discharge of Note Collateral Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL Lenders, 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 Note Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Note 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 Lien releases or other documents reasonably requested by the Note Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition described in clause (A) above of such Note Priority Collateral are applied in accordance with the terms of this Agreement. The ABL Agent hereby appoints the Note Collateral Representative and any officer or duly authorized person of the Note 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 the ABL Agent and in the name of the ABL Agent or in the Note Collateral Representative’s own name, from time to time, in the Note 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).

Release of Liens. If If, at any time any Grantor or any ABL Secured Party delivers notice to the New First Lien CF Collateral Agent with respect to any specified Common Intercreditor Collateral that: (A) such specified Common Intercreditor Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Intercreditor Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien CF Credit Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Intercreditor Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Intercreditor Collateral, then the Liens upon such Common Intercreditor Collateral securing New First Lien CF Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Intercreditor Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Intercreditor Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien CF Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien CF Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien CF Collateral Agent’s receipt of such notice), the New First Lien CF Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien CF Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien CF Collateral Agent and in the name of the New First Lien CF 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 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).

Release of Liens. If (a) Notwithstanding anything to the contrary in the Security Documents, Collateral may be released from the Lien and security interest created by the Security Documents to secure the Notes Obligations at any time or from time to time in accordance with the provisions of the Intercreditor Agreements or as provided hereby. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes Obligations, and the applicable Subsidiary Guarantor shall be automatically released from its obligations under this Indenture and the Security Documents, under any Grantor one or more of the following circumstances or any ABL Secured Party delivers notice applicable circumstance as provided in the Intercreditor Agreements or the Security Documents: (1) upon the Discharge of First Priority Lien Obligations and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if the Issuers or the Subsidiary Guarantors subsequently incur First Priority Lien Obligations that are secured by Liens on property or assets of the Issuers or the Subsidiary Guarantors of the type constituting the Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of “Permitted Liens,” then the Issuers and the Subsidiary Guarantors will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Notes, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be second priority Liens on the Collateral that:securing such First Priority Lien Obligations to the same extent provided by the Security Documents and the applicable Intercreditor Agreement and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the second priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuers to hold the second priority Liens for the benefit of the holders of the Notes and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the First Lien/Second Lien Intercreditor Agreement; (A2) such specified Common Collateral is sold, transferred to enable the Issuers or otherwise disposed of any Subsidiary Guarantor to consummate the disposition (a “Disposition”other than any disposition to an Issuer or another Subsidiary Guarantor) by the owner of such Common Collateral property or assets to the extent not prohibited under Section 4.06; (3) in respect of the property and assets of a Subsidiary Guarantor, upon the designation of such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.04(a) and the definition of “Unrestricted Subsidiary”; (4) in respect of the property and assets of a Subsidiary Guarantor, upon the release or discharge of the Subsidiary Guarantee by such Subsidiary Guarantor in accordance with this Indenture; and (5) subject to the terms of the First Lien/Second Lien Intercreditor Agreement, in respect of any property and assets securing First Priority Lien Obligations, upon the release of the security interests securing such assets or property securing any First Priority Lien Obligations, other than in connection with a Discharge of First Priority Lien Obligations (which shall be subject to clause (1) above); (6) in respect of any property and assets that are or become Excluded Property pursuant to a transaction permitted under this Indenture; (7) pursuant to an amendment or waiver in accordance with Article IX; (8) if the ABL Credit Notes have been discharged or defeased pursuant to Section 8.01; (9) in accordance with the applicable provisions of the First Lien/Second Lien Intercreditor Agreement and the New First Second Lien Intercreditor Agreement; orand (B10) in respect of the property or assets of an Issuer, upon the release or discharge of such Issuer’s Notes Obligations in accordance with this Indenture. If an Event of Default under this Indenture exists on the date of Discharge of First Priority Lien Obligations, the Liens on the Collateral securing the Notes Obligations will not be released pursuant to clause (1) of this Section 11.04(a), except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Priority Lien Obligations secured by the Collateral, and thereafter the Collateral Agent will have the right to foreclose upon the Collateral (but in such event, the Liens on the Collateral securing the Notes Obligations will be released when such Event of Default and all other Events of Default under this Indenture cease to exist). In addition, (i) the ABL Secured Parties are releasing or have security interests granted pursuant to the Security Documents securing the Notes Obligations shall automatically terminate and/or be released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common CollateralNotes Obligations all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors (as defined in the Collateral Agreement), as of the date when all the Notes Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; and (ii) the Liens upon security interests granted pursuant to the Security Documents securing the Notes Obligations shall automatically terminate as of the date when the holders of at least 66.67% in aggregate principal amount of all Notes issued under this Indenture consent to the termination of the Security Documents. In connection with any termination or release pursuant to this Section 11.04(a), the Collateral Agent shall execute and deliver to any Pledgor (as defined in the Collateral Agreement), at such Common Pledgor’s sole expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and, unless any Secured Obligations (as defined in the Collateral securing New First Lien Obligations Agreement but excluding Notes Obligations) continue to be secured thereby, will automatically duly assign and transfer to such Pledgor, such of the Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 11.04(a), the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements authorized to be filed by the Collateral Agent. Upon the receipt of an Officers’ Certificate from the Issuers, as described in Section 11.04(b) below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released and discharged as and whenpursuant to this Indenture, but only the Security Documents or the Intercreditor Agreements. Notwithstanding anything herein to the extentcontrary, in connection with (x) any release of Collateral pursuant to Section 11.04(a)(3), (4) or (7), such Liens Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 11.04(a)(1), (2), (5) and (6), the Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have been met and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the Collateral Agent on or prior to the date of such Common Collateral securing ABL Obligations are released and discharged (provided that release or, in the case of clause (By) of this Section 2.4(b)above, the Liens date on which the Collateral Agent executes any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject such instrument. (b) Notwithstanding anything herein to the respective Liens securing New First Lien Obligations contrary, at any time when a Default or Event of Default has occurred and shall be applied pursuant to Section 4.1). Upon delivery is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreements.

Release of Liens. If If, at any time any Grantor or any ABL Secured Party delivers notice to the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Shared Collateral is sold, transferred to a third party or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral of, in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral each case, in connection with a Disposition any enforcement by the Applicable Collateral Agent in connection accordance with an Exercise the provisions of Secured Creditor Remedies with respect to such Common Collateralthis 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 Common Shared Collateral securing New First Lien Obligations 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 Common Shared Collateral securing ABL Obligations are released and discharged (discharged; provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and of any Shared Collateral realized therefrom shall be applied pursuant to Section 4.1)the priority set forth in this Agreement. Upon delivery 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 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 New First Applicable Collateral Agent, the equity interests of any Person are foreclosed upon or otherwise disposed of and the 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 a notice from such other Second Lien Claimholders if directly secured by such Liens) with respect to any Shared Collateral consisting of the ABL property or assets of such Person will be automatically released to the same extent as the Liens of the Applicable Collateral Agent stating are released; provided that any proceeds of any such release of Liens securing or supporting equity interests foreclosed upon where the ABL Obligations has become effective (or shall become effective upon Applicable Collateral Agent releases its Lien on the New First Lien Collateral Agent’s receipt assets of such notice)Person on which another Series of Second Lien Obligations holds a Lien on any of the assets of such Person (any such assets, the New First “Underlying Assets”) which Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver is released as provided in this sentence (any such instruments, releases, termination statements Proceeds being referred to herein as “Equity Release Proceeds” regardless of whether or not such other documents confirming Series of Second Lien Obligations holds a Lien on such release on customary terms, which instruments, releases and termination statements equity interests so disposed of) shall be substantially identical applied pursuant to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent priority set forth in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 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)Agreement.

Release of Liens. (i) Borrower may sell or otherwise dispose of portions of the Real Estate Collateral as hereinafter provided. If at an intended sale or disposition of any time any Grantor of the Real Estate Collateral is evidenced by a bona fide agreement to an unaffiliated third party acquiror, is for adequate consideration, and provided there is no existing Event of Default, such sale or any ABL Secured Party delivers notice disposition shall not constitute an Event of Default, and the Lender agrees to the New First Lien release its lien against such Real Estate Collateral. The Lender may condition its release of its lien against such Real Estate Collateral Agent with respect to any specified Common Collateral that: upon (A) payment to the Lender of all or such specified Common Collateral is sold, transferred or otherwise disposed portion of (a “Disposition”) by the owner proceeds of such Common Collateral in a transaction permitted sale, as is sufficient to pay the interest next due under the ABL Credit Agreement and the New First Lien Agreement; or Note, (B) collateral assignment to Lender of any purchase money notes, which are a portion of the ABL Secured Parties consideration of sale of such Real Estate Collateral, and instruments associated with such Real Estate Notes, or (C) a commensurate reduction in the Borrowing Base. (ii) Lender acknowledges that Borrower may collaterally assign to Lender any purchase money notes, which are releasing a portion of the consideration of the sale of Real Estate Collateral, and instruments associated with such Real Estate Notes. Provided that any Real Estate Notes which are collaterally assigned to Lender after the date hereof are Eligible, as defined below, and such collateral assignment is in form reasonably acceptable to Lender, such Real Estate Notes shall be added to the Borrowing Base, as defined below. (iii) Upon sale or have released their Liens on repayment in full of any Real Estate Note and Borrower's compliance with (i) above, the Lender agrees to release its lien against such Common Collateral Real Estate Note upon request by Borrower and return such Real Estate Note and associated instruments to Borrower. (iv) In the event Borrower deems it reasonable necessary to modify, extend or subordinate any Real Estate Note, Lender's consent to any such modification shall not be unreasonably withheld, provided however, that Lender's consent in connection with a Disposition in connection with an Exercise subordination of Secured Creditor Remedies with respect to any Real Estate Note may be conditioned upon removal of such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice Real Estate Note from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 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)Borrowing Base.

Release of Liens. If at (a) Each Lender acknowledges and agrees that so long as no Default or Event of Default shall have occurred and be continuing, and so long as no Default would result from any time proposed sale of property pursuant to Section 7.6, the Administrative Agent shall release its Liens on any Grantor or any ABL Secured Party delivers notice to Collateral. (b) Upon this Agreement becoming effective, each Lender and the New First Lien Collateral Administrative Agent agrees that all Liens granted under existing Mortgages with respect to any specified Common Collateral that: all Real Estate (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by other than the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies Real Estate with respect to such Common Collateralthe Pasadena, then Texas and Sauget, Illinois plants, and the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released Borrower’s and discharged as its Domestic Restricted Subsidiaries’ headquarters and whenresearch and development facilities located in Richmond, but only to the extentVirginia, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations released, and the Administrative Agent shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver to Borrower, at its request and expense, such instrumentsdocuments, releases, termination statements instruments or other documents confirming such release on customary terms, releases (all of which instruments, releases and termination statements shall be substantially identical prepared by the Borrower, without recourse or warranty to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Administrative Agent and any officer or duly authorized person otherwise in form and substance reasonably satisfactory to the Administrative Agent) as the Borrower may reasonably request to evidence the termination of all instruments of record in favor of the ABL Collateral Administrative Agent and the Lenders. (c) Each Lender and the Administrative Agent further agrees that upon delivery to the Administrative Agent of revised surveys (in form and substance reasonably satisfactory to the Administrative 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 New First Lien Collateral Agent Borrower’s and its Domestic Restricted Subsidiaries’ headquarters and research and development facilities located in Richmond, Virginia, additional Real Estate surrounding and adjacent to such headquarters and facilities shall be released (it being acknowledged that it is the name Borrower’s intent to reduce the scope of the New First Lien Collateral Liens on such headquarters and research and development facilities to cover their footprints), and the Administrative 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 take any and all appropriate action and to shall promptly execute and deliver any to Borrower, at its request and expense, such documents, instruments or releases (all documents of which shall be prepared by the Borrower, without recourse or warranty to the Administrative Agent and instruments otherwise in form and substance reasonably satisfactory to the Administrative Agent) as the Borrower may be necessary or desirable reasonably request to accomplish evidence the purposes termination of this paragraph, including any financing statements, endorsements, assignments, releases or other documents or all instruments of transfer (which appointment, being coupled with an interest, is irrevocable)record in favor of the Administrative Agent and the Lenders.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by the ABL Agents or by the ABL Loan Parties with the consent of the ABL Agents, 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 or consented to by the requisite ABL Lenders, the Second Lien Agent agrees, on behalf of itself and the Second Lien Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Obligations, and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect to such Common Collateralthe ABL Priority Collateral so sold, then the Liens upon such Common Collateral securing New First Lien Obligations will transferred, or disposed shall terminate and be automatically be released without further action concurrently with, and discharged as and when, but only to the extentsame extent as, such the release of the ABL Secured Parties’ Liens on such Common ABL Priority Collateral; provided, that the Liens of the Parties shall attach to the proceeds of any such disposition of the ABL Priority Collateral securing with the same relative priority as the Liens which attached to the ABL Obligations are released Priority Collateral so released. In furtherance of, and discharged (provided that in the case of clause (B) of this Section 2.4(b)subject to, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)foregoing, the New First Second Lien Collateral Agent shall, at the Company’s expense, agrees that it will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent Agents in connection with such releasetherewith. The New First Second Lien Collateral Agent hereby appoints the ABL Collateral Agent Agents and any officer or duly authorized person of the ABL Collateral AgentAgents, 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 New First Second Lien Collateral Agent and in the name of the New First Second Lien Collateral Agent or in the ABL Agents’ own names, from time to time, in the ABL Agents’ 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). (ii) In the event of (A) any private or public sale of all or any portion of the Second Lien Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Second Lien Agent, or (B) any sale, transfer or other disposition of all or any portion of the Second Lien Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Second Lien Documents and the ABL Documents or consented to by the requisite Second Lien Lenders or the requisite ABL Lenders, as applicable, the ABL Agents agree, on behalf of themselves and the ABL Lenders, that such sale, transfer or disposition will be free and clear of the Liens on such Second Lien Priority Collateral securing the ABL Obligations and the ABL Agents’ and the ABL 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 Second Lien Secured Parties’ Liens on such Second Lien Priority Collateral; provided, that the Liens of the Parties shall attach to the proceeds of any such disposition of the Second Lien Priority Collateral with the same relative priority as the Liens which attached to the Second Lien Priority Collateral so released. In furtherance of, and subject to, the foregoing, the ABL Agents agree that they will promptly execute any and all Lien releases or other documents reasonably requested by the Second Lien Agent in connection therewith. The ABL Agents hereby appoint the Second Lien Agent and any officer or duly authorized person of the Second Lien Agent, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the ABL Agents and in the name of the ABL Agents or in the Second Lien Agent’s own name, from time to time, in the ABL Collateral Second Lien 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 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).

Release of Liens. (a) If at any time any Grantor of the Escrowed Securities or any ABL Secured Party delivers notice to part of the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral Disposition Proceeds is sold, transferred or otherwise disposed of (a “Disposition”) by in compliance with the owner requirements of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common CollateralIndenture, then the Liens upon in each such Common Collateral securing New First Lien Obligations will case, such Escrowed Shares or Disposition Proceeds shall automatically be released and discharged as and when, but only from (to the extentextent relevant) the Liens and security interest granted to the Collateral Agent for the benefit of the Secured Parties under this Agreement. If all or any of the Escrowed Securities or the Disposition Proceeds are required to be released in accordance with the Indenture, then in each such case, such Escrowed Shares or Disposition Proceeds shall automatically be released from (to the extent relevant) the Liens on such Common and security interest granted to the Collateral securing ABL Obligations are released and discharged (provided that in Agent for the case benefit of clause (B) of the Secured Parties under this Section 2.4(b)Agreement. Upon any Grantor’s request, the Liens on any Common Collateral disposed Agent shall (upon receipt of in connection with a written certification of an Exercise officer of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject the Company, which states that the Collateral Agent has received all documents, if any, required by the Trust Indenture Act (if the Trust Indenture Act is then applicable to the respective Liens securing New First Lien Obligations Indenture) and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, Indenture) promptly execute and deliver to such instrumentsGrantor, releasesat such Grantor’s expense, all UCC termination statements or other documents confirming such release on customary terms, which instrumentsstatements, releases and similar documents that such Grantor shall reasonably request to terminate of record, or otherwise give appropriate notice of the termination statements of, any Lien conferred hereunder in connection with the making of such sales, dispositions or other transfers or such Lien releases; provided, that the Collateral Agent shall not be required to take any action or execute or deliver any document if doing so would violate the terms of the Intercreditor Agreement or the Indenture. (b) If all or substantially identical all of the Escrowed Securities or Disposition Proceeds are required to be released in accordance with the Indenture with the consent of the Holders, then in each such case, at the request and expense of any Grantor, the Collateral Agent, having received the consent of the requisite Holders as required under the Indenture, will (upon receipt of a written certification of a Responsible Officer of the Company that the Trustee has received all documents, if any, required by the Trust Indenture Act (if the Trust Indenture Act is then applicable to the comparable instrumentsIndenture) and the Indenture) duly release from the security interest created hereby and, with respect to Escrowed Securities or Disposition Proceeds in the physical possession of the Collateral Agent, deliver to such Grantor (without recourse and without representation or warranty) such of the Escrowed Securities or Disposition Proceeds as are then being (or have been) so released and have not theretofore been released pursuant to this Agreement, and execute and deliver to such Grantor, at such Grantor’s expense, all UCC termination statements, releases and similar documents that such Grantor shall reasonably request to terminate of record, or otherwise give appropriate notice of the termination statements executed by the ABL Collateral Agent of, any Lien conferred hereunder in connection with such release. The New First Lien release of all or substantially all of the Escrowed Securities or Disposition Proceeds; provided, that the Collateral Agent hereby appoints the ABL Collateral Agent and shall not be required to take any officer action or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien Collateral Agent execute 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 deliver any document if doing so would violate 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 the Intercreditor Agreement 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)Indenture.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by the ABL Agent 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 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 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 such Common Collateralthe ABL Priority Collateral so sold, then the Liens upon such Common Collateral securing New First Lien Obligations will transferred, or disposed shall terminate and be automatically be released without further action concurrently with, and discharged as and when, but only to the extentsame extent as, such the release of the ABL Secured Parties’ Liens on such Common Collateral securing ABL Obligations are released and discharged (Priority Collateral; provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay of such ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and Priority Collateral shall be applied pursuant to Section 4.14.1(b). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)In furtherance of, and subject to, the New First Lien Collateral foregoing, the Cash Flow Agent shall, at the Company’s expense, and each Junior Agent agrees that it will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Collateral Cash Flow Agent and each Junior Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Cash Flow Agent or such Junior Agent and in the name of the New First Lien Collateral Cash Flow Agent or such Junior 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 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). (ii) In the event of (A) any private or public sale of all or any portion of the Cash Flow Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Cash Flow 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 Cash Flow 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 Cash Flow Documents or consented to by the requisite Cash Flow Lenders, irrespective of whether an Event of Default has occurred, each of the ABL Agent, on behalf of itself and the ABL 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 disposition will be free and clear of the Liens on such Cash Flow Priority Collateral securing the ABL Obligations and the Junior Obligations, respectively, and the ABL Agent’s and the ABL 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 Cash Flow Secured Parties’ Liens on such Cash Flow Priority Collateral; provided that any proceeds of such Cash Flow Priority Collateral shall be applied pursuant to Section 4.1(c). In furtherance of, and subject to, the foregoing, the ABL Agent and each Junior Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the Cash Flow Agent in connection therewith. The ABL Agent and each Junior Agent hereby appoints the Cash Flow Agent and any officer or duly authorized person of the Cash Flow 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 ABL Agent or such Junior Agent and in the name of the ABL Agent or such Junior Agent or in the Cash Flow Agent’s own name, from time to time, in the Cash Flow 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 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). (iii) In the event of (A) any private or public sale of all or any portion of the Senior Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the applicable Senior Agent, or (B) any sale, transfer or other disposition of all or any portion of the Senior Collateral, so long as such sale, transfer or other disposition is then permitted by the Senior Debt Documents or consented to by the requisite Senior Lenders, irrespective of whether an Event of Default has occurred, 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 disposition will be free and clear of the Liens on such Senior Collateral securing the Junior Obligations and such Junior Agent’s and the applicable Junior Secured Parties’ Liens with respect to the Senior 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 Senior Secured Parties’ Liens on such Senior Collateral. In furtherance of, and subject to, the foregoing, each Junior Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the applicable Senior Agent in connection therewith. Each Junior Agent hereby appoints each Senior Agent and any officer or duly authorized person of such Senior 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 Junior Agent and in the name of such Junior Agent or in such Senior Agent’s own name, from time to time, in each Senior 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 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). (iv) Unless and until the Discharge of Senior Obligations has occurred, each Junior Agent that becomes a party to this Agreement, for and on behalf of itself and the Junior Secured Parties represented thereby, hereby consents to the application, whether prior to or after an Event of Default under any Senior Debt Document, of proceeds of Junior Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents; provided that nothing in this Section 2.4(c)(iv) shall be construed to prevent or impair the rights of the Junior Agents or the Junior Secured Parties to receive proceeds in connection with the applicable Junior Obligations not otherwise in contravention of this Agreement. (v) Notwithstanding anything to the contrary in any Junior Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Collateral Document each require any Credit Party (i) to make payment in respect of any item of Junior Shared Collateral, (ii) to deliver or afford control over any item of Junior Shared Collateral to, or deposit any item of Junior Shared Collateral with, (iii) to register ownership of any item of Junior Shared Collateral in the name of or make an assignment of ownership of any Junior Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Junior Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Junior Shared Collateral, as the entitlement holder, (v) hold any item of Junior Shared Collateral in trust for (to the extent such item of Junior Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Junior Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Junior Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Junior Shared Collateral is located or waivers or subordination of rights with respect to any item of Junior Shared Collateral in favor of, in any case, both any Senior Agent or any Senior Credit Party, on the one hand, and any Junior Agent or any Junior Secured Party, on the other hand, such Credit Party may, until the Discharge of Senior Obligations has occurred, comply with such requirement under the Junior Collateral Document as it relates to such Junior Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the applicable Senior Agent or Senior Secured Party.

Release of Liens. If (a) Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent hereunder have been met, the Issuer and the Guarantors will be entitled to the release of assets included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Issuer’s sole cost and expense, under any Grantor one or more of the following circumstances: (1) subject to the following paragraph, upon the Discharge of Senior Lender Claims and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if the Issuer or any ABL Secured Party delivers notice Guarantor subsequently incurs First Priority Lien Obligations that are secured by Liens on property or assets of the Issuer or any Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of Permitted Liens, then the Issuer and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Securities, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be Second Priority Liens on the Collateral that:securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuer to hold the Second Priority Liens for the benefit of the Holders and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; (A2) such specified Common Collateral is sold, transferred to enable the Issuer or otherwise disposed of (a “Disposition”) by any Guarantor to consummate the owner disposition of such Common Collateral property or assets to the extent not prohibited under Section 4.06; (3) in the case of a transaction permitted under Guarantor that is released from its Guarantee with respect to the ABL Credit Agreement Securities, the release of the property and the New First Lien Agreementassets of such Guarantor; or (B4) as described under Article 9. If an Event of Default under this Indenture exists on the ABL Secured Parties are releasing or have released their date of Discharge of Senior Lender Claims, the Second Priority Liens on such Common the Collateral securing the Securities will not be released, except to the extent the Collateral or any portion thereof was disposed of in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect order to such Common repay the First Priority Lien Obligations secured by the Collateral, then and thereafter the Liens upon such Common Collateral securing New Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Securities and Other Second-Lien Obligations) will have the right to direct the First Lien Obligations will automatically be released and discharged as and when, Agent to foreclose upon the Collateral (but only to the extent, in such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)event, the Liens on any Common the Collateral disposed securing the Securities will be released when such Event of in connection with an Exercise Default and all other Events of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied Default under this Indenture cease to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1exist). Upon delivery the receipt of an Officers’ Certificate from the Issuer, as described above, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. (b) Except as otherwise provided in the Intercreditor Agreement, no Collateral may be released from the Lien and security interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.04 has been delivered to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and the Trustee not less than five days prior to the date of such release. (c) At any officer time when a Default or duly authorized person Event of Default has occurred and is continuing and the maturity of the ABL Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If If, at any time any Grantor or any ABL Secured Party delivers notice to the New First Lien Notes Collateral Agent with respect to any specified Common Intercreditor Collateral that: (A) such specified Common Intercreditor Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Intercreditor Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien AgreementIndenture; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Intercreditor Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Intercreditor Collateral, then the Liens upon such Common Intercreditor Collateral securing New First Lien Notes Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Intercreditor Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Intercreditor Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Notes Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Notes Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Notes Collateral Agent’s receipt of Agent releasing its Liens on such noticecollateral), together with the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming effecting or evidencing such release on customary terms, (which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien ), the Notes Collateral Agent hereby appoints shall, at the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral AgentCompany’s expense, 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 New First Lien Collateral Agent and in the name of the New First Lien 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 take any and all appropriate action and to promptly execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraphsuch instruments, including any financing statementsreleases, endorsements, assignments, releases termination statements or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable)documents.

Release of Liens. If (a) Subject to clauses (b) and (c) of this Section 10.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. Upon the request of the Issuer pursuant to an Officers' Certificate and Opinion of Counsel certifying that all conditions precedent hereunder have been met, Parent, the Issuer and the Subsidiary Guarantors will be entitled to the release of assets included in the Collateral from the Liens securing the Notes, and the Second Lien Agent and the Trustee (if the Trustee is not then the Second Lien Agent) shall release the same from such Liens at the Issuer's sole cost and expense, under any Grantor one or more of the following circumstances: (1) subject to the following paragraph, upon the Discharge of Senior Lender Claims and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); (2) to enable Parent, the Issuer or any ABL Secured Party delivers notice Subsidiary Guarantor to consummate the disposition of such property or assets to the New First Lien Collateral Agent extent not prohibited under Section 4.10; (3) in the case of a Subsidiary Guarantor that is released from its Note Guarantee with respect to any specified Common Collateral that: (A) such specified Common Collateral is soldthe Notes, transferred or otherwise disposed the release of (a “Disposition”) by the owner property and assets of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien AgreementSubsidiary Guarantor; or (B4) as described under Article 9. If an Event of Default under the ABL Secured Parties are releasing or have released their Indenture exists on the date of Discharge of Senior Lender Claims, the Second Priority Liens on such Common the Collateral securing the Notes will not be released, except to the extent the Collateral or any portion thereof was disposed of in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect order to such Common repay the First Priority Lien Obligations secured by the Collateral, then and thereafter the Liens upon such Common Collateral securing New Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Notes and Other Second-Lien Obligations) will have the right to direct the First Lien Obligations will automatically be released and discharged as and when, Agent to foreclose upon the Collateral (but only to the extent, in such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)event, the Liens on any Common the Collateral disposed securing the Notes will be released when such Event of in connection with an Exercise Default and all other Events of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied Default under the Indenture cease to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1exist). Upon delivery the receipt of an Officers' Certificate from the Issuer, as described above, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Trustee shall instruct the Second Lien Agent to execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. (b) Except as otherwise provided in the Intercreditor Agreement, no Collateral may be released from the Lien and security interest created by the Security Documents unless the Officers' Certificate required by this Section 10.04 has been delivered to the New First Second Lien Collateral Agent and the Trustee not less than five days prior to the date of such release. (c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice from of acceleration to the ABL Collateral Agent stating that any such Second Lien Agent, no release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical pursuant to the comparable instrumentsprovisions of this Indenture or the Security Documents will be effective as against the Holders, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral Agent, with full power of substitution, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If (a) Agent shall release its lien on any Pledged Receivables and the related Collateral that no longer constitutes an Eligible Receivable and/or is otherwise used to calculate Borrower’s compliance with Section 2.5 hereof so long as (i) no Potential Default or Event of Default has occurred and is continuing and (ii) Borrower will remain in compliance of Section 2.5 hereof following such release or Borrower shall have paid such amounts to Agent as may be required so that Borrower is in compliance with Section 2.5 hereof following such release. (b) Borrower shall give written notification to Agent and Custodian, in the form annexed hereto as Exhibit G, in the event the obligation of an Obligor under a Pledged Receivable has been (i) satisfied in full by such Obligor and all amounts paid thereunder are actually deposited into the Lockbox Account or (ii) cancelled due to an upgrade of the related Vacation Ownership Interest, then within thirty-one (31) days after the date of the occurrence of such upgrade, Borrower will at its sole option either (x) make to Agent a principal payment in an amount necessary so that Borrower remains in compliance with Section 2.5 hereof following such release of such Pledged Receivable(s), (y) deliver to Custodian on behalf of Agent, one or more Receivables having an aggregate unpaid principal balance not less that the unpaid principal balance of the Pledged Receivable that was upgraded or (z) a combination of (x) and (y). Upon receipt of such notice and confirmation by Agent that it has received in good funds all such amounts owing on such Pledged Receivable or replacement Receivables, as the case may be, Agent shall promptly execute any time documents reasonably necessary or required by law to release the Lien of Agent and Lenders with respect to the related Collateral under this Agreement. Agent shall return or cause to be returned all Collateral, including, without limitation, all Custodian Deliverables (original or otherwise) related thereto, to Borrower. (c) Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations and the Inventory Loan Obligations (other than indemnity obligations under the Loan Documents or documentation evidencing or securing the Inventory Loan Obligations that are not then due and payable or for which any Grantor events or claims that would give rise thereto are not then pending) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return all Collateral or cause to be returned all Collateral, including, without limitation, all Custodian Deliverables (original or otherwise) related thereto, to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations or Inventory Loan Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any ABL Secured Party delivers notice other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations or Inventory Loan Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the New First Lien Collateral Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any specified Common Collateral that: (A) so delivered except that such specified Common Collateral is soldfree and clear, transferred or otherwise disposed of (a “Disposition”) by on the owner date of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise delivery, of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 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)Liens arising from such Person’s own acts.

Release of Liens. (a) If at any time any Grantor or any ABL Secured Party delivers notice to the New First Lien Agent releases a Lien on Shared Collateral Agent with respect to any specified Common Collateral thatin connection with: (Ai) such specified Common Collateral is soldan Enforcement Action, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (Bii) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then any Shared Collateral under the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only Loan Documents other than pursuant to an Enforcement Action in respect of the extent, such Liens on such Common Shared Collateral securing ABL Obligations are released and discharged (provided that in whether or not there is an event of default under the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations Loan Documents) and shall be applied other than pursuant to Section 4.1). Upon delivery 11.2 of the Indenture, then any Lien of Second Lien Agent on such Shared Collateral will be, except as otherwise provided below, automatically and simultaneously released to the New First same extent, and Second Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, will promptly execute and deliver to First Lien Agent such instrumentstermination statements, releases, termination statements or and other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New as First Lien Collateral Agent requests to effectively confirm the release; provided that the Second Lien Agent shall not be required to waive any rights against the Grantors arising under the Second Lien Documents as a result of such a Disposition. (b) Second Lien Agent hereby appoints the ABL Collateral First Lien Agent and any officer or duly authorized person agent of the ABL Collateral First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney and authority in the place and stead of the New First Second Lien Collateral Agent and in the name of the New First Lien Collateral Agent or in the ABL Collateral First Lien Agent’s own name, from time to time, in the ABL Collateral First Lien Agent’s sole discretion, discretion to take any action and to execute any and all documents and instruments that may be reasonable and appropriate for the purposes limited purpose 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 paragraphSection 1.7, including any financing statements, endorsements, assignments, releases endorsements or other documents or instruments of transfer (which appointment, being or release with respect to Shared Collateral. This appointment is coupled with an interestinterest and is irrevocable until the Discharge of First Lien Obligations or such time as this Agreement is terminated in accordance with its terms. (c) Until the Discharge of First Lien Obligations, to the extent that First Lien Agent releases a Lien on Shared Collateral, which Lien is irrevocable)reinstated, then Second Lien Agent will be granted a Lien on such Shared Collateral subject to Section 1.1. (d) Until the Discharge of First Lien Obligations, if any Second Lien Claimholder shall hold any Lien on any Shared Collateral securing any Second Lien Obligations that are not also subject to the senior-priority Liens securing First Lien Obligations under the First Lien Collateral Documents, such Second Lien Claimholder (i) shall notify the First Lien Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such Shared Collateral to the First Lien Agent as security for the First Lien Obligations, shall assign such Lien to the First Lien Agent as security for the First Lien Obligations (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the First Lien Agent, shall be deemed to hold and have held such Lien for the benefit of the First Lien Agent and the other First Lien Claimholders as security for the First Lien Obligations.

Release of Liens. If (a) On the Escrow Release Date, the Escrow Issuer shall be released from all of its Note Obligations and the liens on the Collateral Account and the Escrow Collateral shall be released. From and after the Escrow Release Date and subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent hereunder have been met, the Issuer and the Subsidiary Guarantors will be entitled to the release of assets included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Issuer’s sole cost and expense, under any Grantor one or more of the following circumstances: (1) subject to the following paragraph, upon the Discharge of Senior Lender Claims and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that unless the Collateral Fall-Away Event has occurred if the Issuer or any ABL Secured Party delivers notice Subsidiary Guarantor subsequently incurs First Priority Lien Obligations that are secured by Liens on property or assets of the Issuer or any Subsidiary Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of Permitted Liens, then the Issuer and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Securities, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be Second Priority Liens on the Collateral that:securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuer to hold the Second Priority Liens for the benefit of the Holders and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; (A2) to enable the Issuer or any Subsidiary Guarantor to consummate the disposition of such specified Common Collateral property or assets to the extent not prohibited under Section 4.06 other than to the Issuer or a Guarantor; (3) in the case of a Subsidiary Guarantor that is soldreleased from its Subsidiary Guarantee with respect to the Securities, transferred or otherwise disposed the release of the property and assets of such Subsidiary Guarantor; (a “Disposition”4) as described under Article 9; (5) to the extent required by the owner terms of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Intercreditor Agreement; or (B6) upon the ABL Secured Parties are releasing or have released their occurrence of a Collateral Fall-Away Event. If an Event of Default under this Indenture exists on the date of Discharge of Senior Lender Claims, unless the Collateral Fall-Away Event has occurred, the Second Priority Liens on such Common the Collateral securing the Securities will not be released, except to the extent the Collateral or any portion thereof was disposed of in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect order to such Common repay the First Priority Lien Obligations secured by the Collateral, then and thereafter the Liens upon such Common Collateral securing New Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Securities, the Existing Second Priority Notes, the Existing Second Priority Notes and Other Second-Lien Obligations) will have the right to direct the First Lien Obligations will automatically be released and discharged as and when, Agent or Collateral Agent to foreclose upon the Collateral (but only to the extent, in such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)event, the Liens on any Common the Collateral disposed securing the Securities will be released when such Event of Default and all other Events of Default under this Indenture cease to exist). The Liens on all Collateral securing the Securities also will be released upon (i) payment in connection full of the principal of, together with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL accrued and unpaid interest, if any, on, the Securities and all other Obligations shall be subject under this Indenture, the Subsidiary Guarantees and the Security Documents that are due and payable at or prior to the respective Liens securing New First Lien Obligations time such principal, together with accrued and shall be applied pursuant to Section 4.1). Upon delivery to unpaid interest, are paid (including if the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral AgentIssuer’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent obligations under this Indenture are discharged in connection accordance with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 paragraphIndenture) or (ii) the Issuer’s exercise of its defeasance option under Article 8. If on any date following the Escrow Release Date, to take any the aggregate principal amount outstanding of the Existing Second Priority Notes and all appropriate action other Pari Passu Indebtedness (other than Collateral Fall-Away Indebtedness), in each case, that is secured by Liens on the Collateral, is less than $250.0 million, then and upon the prior or substantially simultaneous release of all Liens securing all other Collateral Fall-Away Indebtedness, the Issuer may request the release all Liens on the Collateral securing the Securities in accordance with the terms of this Indenture, including, without limitation, the requirements of this Section 11.04 (a “Collateral Fall-Away Event”). Upon the receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel, as described above, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to execute and deliver evidence the release of any and all documents and instruments Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. (b) Except as otherwise provided in the Intercreditor Agreement, no Collateral may be necessary released from the Lien and security interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.04 has been delivered to the Collateral Agent and the Trustee not less than five days prior to the date of such release. (c) At any time when a Default or desirable Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to accomplish the purposes Collateral Agent, no release of Collateral pursuant to the provisions of this paragraphIndenture or the Security Documents will be effective as against the Holders, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable)except as otherwise provided in the Intercreditor Agreement.

Release of Liens. If (a) Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent hereunder have been met, the Issuer and the Subsidiary Guarantors will be entitled to the release of assets included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Issuer’s sole cost and expense, under any Grantor one or more of the following circumstances: (1) subject to the following paragraph, upon the Discharge of Senior Lender Claims and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if the Issuer or any ABL Secured Party delivers notice Subsidiary Guarantor subsequently incurs First Priority Lien Obligations that are secured by Liens on property or assets of the Issuer or any Subsidiary Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of Permitted Liens, then the Issuer and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Securities, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be Second Priority Liens on the Collateral that:securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuer to hold the Second Priority Liens for the benefit of the Holders and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; (A2) such specified Common Collateral is sold, transferred to enable the Issuer or otherwise disposed of (a “Disposition”) by any Subsidiary Guarantor to consummate the owner disposition of such Common Collateral property or assets to the extent not prohibited under Section 4.06; (3) in the case of a transaction permitted under Subsidiary Guarantor that is released from its Subsidiary Guarantee with respect to the ABL Credit Agreement Securities, the release of the property and the New First Lien Agreementassets of such Subsidiary Guarantor; or (B4) as described under Article 9. If an Event of Default under this Indenture exists on the ABL Secured Parties are releasing or have released their date of Discharge of Senior Lender Claims, the Second Priority Liens on such Common the Collateral securing the Securities will not be released, except to the extent the Collateral or any portion thereof was disposed of in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect order to such Common repay the First Priority Lien Obligations secured by the Collateral, then and thereafter the Liens upon such Common Collateral securing New Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Securities and Other Second-Lien Obligations) will have the right to direct the First Lien Obligations will automatically be released and discharged as and when, Agent or Collateral Agent to foreclose upon the Collateral (but only to the extent, in such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)event, the Liens on any Common the Collateral disposed securing the Securities will be released when such Event of in connection with an Exercise Default and all other Events of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied Default under this Indenture cease to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1exist). Upon delivery the receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel, as described above, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. (b) Except as otherwise provided in the Intercreditor Agreement, no Collateral may be released from the Lien and security interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.04 has been delivered to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and the Trustee not less than five days prior to the date of such release. (c) At any officer time when a Default or duly authorized person Event of Default has occurred and is continuing and the maturity of the ABL Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common the consent of the 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 Liens upon 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 Common Collateral securing New First Lien Obligations will automatically be released and discharged release shall have been approved by the requisite ABL Lenders (as and when, but only determined pursuant to the extentABL Documents), such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent prior to the date upon which the Discharge of this Section 2.4(bABL 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 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 any Common 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 of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but 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 proceeds thereof not of any such sale, if any, described in clause (A) above are applied to repay as provided in Section 4.1 hereof, such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Obligations shall be subject Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the respective Liens securing New First Lien Obligations ABL Priority Collateral so sold, transferred, disposed or released shall terminate and shall be applied pursuant to Section 4.1)automatically released without further action. Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)In furtherance of, and subject to, the New First foregoing, each of the Term Loan Agent and any Additional Agent agrees that it will execute any and all Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral Each of the Term Loan Agent and any Additional Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent such Party and in the name of the New First Lien Collateral Agent such Party 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 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 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). (ii) In the event of (A) any private or public sale of all or any portion of the Term Loan Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Term Loan Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Term Loan Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Term Loan Priority Collateral Documents or (C) the release of the Term Loan Collateral Secured Parties’ Liens on all or any portion of the Term Loan Priority Collateral, so long as such release shall have been approved by the requisite Term Loan Collateral Secured Parties (as determined pursuant to the applicable Term Loan Priority Collateral Documents), in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of Term Loan Collateral Obligations shall have occurred and not in connection with a Discharge of Term Loan Collateral Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL Lenders, 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 Term Loan Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Term Loan 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 Lien releases or other documents reasonably requested by the Term Loan Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition described in clause (A) above of such Term Loan Priority Collateral are applied in accordance with the terms of this Agreement. The ABL Agent hereby appoints the Term Loan Collateral Representative and any officer or duly authorized person of the Term Loan 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 the ABL Agent and in the name of the ABL Agent or in the Term Loan Collateral Representative’s own name, from time to time, in the Term Loan 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).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common the consent of the 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 Liens upon 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 Common Collateral securing New First Lien Obligations will automatically be released and discharged as and whenrelease shall have been approved by the requisite ABL Lenders, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent prior to the date upon which the Discharge of this Section 2.4(bABL 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, 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 any Common 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 of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be without further action. In furtherance of, and subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)to, the New First foregoing, the Term Agent agrees that it will execute any and all Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral Term Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Term Agent and in the name of the New First Lien Collateral Term 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 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 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). (ii) In the event of (A) any private or public sale of all or any portion of the Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Term Agent, (B) any sale, transfer or other disposition of all or any portion of the Term Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Term Documents or (C) the release of the Term Secured Parties’ Lien on all or any portion of the Term Priority Collateral, so long as such release shall have been approved by the requisite Term Lenders, in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of Term 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 ABL Agent agrees, on behalf of itself and the ABL Lenders, 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 Term 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 Lien releases or other documents reasonably requested by the Term Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition described in clause (A) above of such Term Priority Collateral are applied in accordance with the terms of this Agreement. The ABL Agent hereby appoints the Term Agent and any officer or duly authorized person of the Term 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 ABL Agent and in the name of the ABL Agent or in the Term Agent’s own name, from time to time, in the Term 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 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).

Release of Liens. If (a) Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent hereunder have been met, the Issuer and the Subsidiary Guarantors will be entitled to the release of assets included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Issuer’s sole cost and expense, under any Grantor one or more of the following circumstances: (1) subject to the following paragraph, upon the Discharge of Senior Lender Claims and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that unless the Collateral Fall-Away Event has occurred if the Issuer or any ABL Secured Party delivers notice Subsidiary Guarantor subsequently incurs First Priority Lien Obligations that are secured by Liens on property or assets of the Issuer or any Subsidiary Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of Permitted Liens, then the Issuer and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Securities, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be Second Priority Liens on the Collateral that:securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuer to hold the Second Priority Liens for the benefit of the Holders and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; (A2) to enable the Issuer or any Subsidiary Guarantor to consummate the disposition of such specified Common Collateral property or assets to the extent not prohibited under Section 4.06; (3) in the case of a Subsidiary Guarantor that is soldreleased from its Subsidiary Guarantee with respect to the Securities, transferred or otherwise disposed the release of the property and assets of such Subsidiary Guarantor; (a “Disposition”4) as described under Article 9; (5) to the extent required by the owner terms of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Intercreditor Agreement; or (B6) upon the ABL Secured Parties are releasing or have released their occurrence of a Collateral Fall-Away Event. If an Event of Default under this Indenture exists on the date of Discharge of Senior Lender Claims, unless the Collateral Fall-Away Event has occurred, the Second Priority Liens on such Common the Collateral securing the Securities will not be released, except to the extent the Collateral or any portion thereof was disposed of in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect order to such Common repay the First Priority Lien Obligations secured by the Collateral, then and thereafter the Liens upon such Common Collateral securing New Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Securities and Other Second-Lien Obligations) will have the right to direct the First Lien Obligations will automatically be released and discharged as and when, Agent or Collateral Agent to foreclose upon the Collateral (but only to the extent, in such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)event, the Liens on any Common the Collateral disposed securing the Securities will be released when such Event of Default and all other Events of Default under this Indenture cease to exist). The Liens on all Collateral securing the Securities also will be released upon (i) payment in connection full of the principal of, together with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL accrued and unpaid interest, if any, on, the Securities and all other Obligations shall be subject under this Indenture, the Subsidiary Guarantees and the Security Documents that are due and payable at or prior to the respective Liens securing New First Lien Obligations time such principal, together with accrued and shall be applied pursuant to Section 4.1). Upon delivery to unpaid interest, are paid (including if the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral AgentIssuer’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent obligations under this Indenture are discharged in connection accordance with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 paragraphIndenture) or (ii) the Issuer’s exercise of its defeasance option under Article 8. If on any date following the Issue Date, to take any the aggregate principal amount outstanding of the Existing Second Priority Notes and all appropriate action other Pari Passu Indebtedness (other than Collateral Fall-Away Indebtedness), in each case, that is secured by Liens on the Collateral, is less than $250.0 million, then and upon the prior or substantially simultaneous release of all Liens securing all other Collateral Fall-Away Indebtedness, the Issuer may request the release all Liens on the Collateral securing the Securities in accordance with the terms of this Indenture, including, without limitation, the requirements of this Section 11.04 (a “Collateral Fall-Away Event”). Upon the receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel, as described above, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to execute and deliver evidence the release of any and all documents and instruments Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. (b) Except as otherwise provided in the Intercreditor Agreement, no Collateral may be necessary released from the Lien and security interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.04 has been delivered to the Collateral Agent and the Trustee not less than five days prior to the date of such release. (c) At any time when a Default or desirable Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to accomplish the purposes Collateral Agent, no release of Collateral pursuant to the provisions of this paragraphIndenture or the Security Documents will be effective as against the Holders, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable)except as otherwise provided in the Intercreditor Agreement.

Release of Liens. If at In the event of any time any Grantor private or public sale of all or any ABL Secured Party delivers notice to the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed portion of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or Collateral (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral other than in connection with a Disposition 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 such Common ABL Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds Proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien the Shared Collateral Obligations and shall be applied pursuant to Section 4.1)this Agreement and the Shared Collateral Intercreditor Agreement. Upon delivery 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 New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such noticeAssignor(s), if the New First Lien Collateral Agent shallassignment is from a single Assignor, at choose the Company’s expensefirst bracketed language. If the assignment is from multiple Assignors, promptly execute choose the second bracketed language. For bracketed language here and deliver such instrumentselsewhere in this form relating to the Assignee(s), releasesif the assignment is to a single Assignee, termination statements 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 confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Each Shared Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien such Shared Collateral Agent and in the name of the New First Lien such Shared 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 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).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common the consent of the 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 Liens upon 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 Common Collateral securing New First Lien Obligations will automatically be released and discharged release shall have been approved by the requisite ABL Lenders (as and when, but only determined pursuant to the extentABL Documents), such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent prior to the date upon which the Discharge of this Section 2.4(bABL 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 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 any Common 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 of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but 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 proceeds thereof not of any such sale, if any, described in clause (A) above are applied to repay as provided in Section 4.1 hereof, such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Obligations shall be subject Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the respective Liens securing New First Lien Obligations ABL Priority Collateral so sold, transferred, disposed or released shall terminate and shall be applied pursuant to Section 4.1)automatically released without further action. Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)In furtherance of, and subject to, the New First foregoing, each of the Note Agent and any Additional Agent agrees that it will execute any and all Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral Each of the Note Agent and any Additional Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent such Party and in the name of the New First Lien Collateral Agent such Party 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 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 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). (ii) In the event of (A) any private or public sale of all or any portion of the Note Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Note Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Note Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Note Priority Collateral Documents or (C) the release of the Note Collateral Secured Parties’ Liens on all or any portion of the Note Priority Collateral, so long as such release shall have been approved by the Requisite Holders,requisite Note Collateral Secured Parties (as determined pursuant to the applicable Note Priority Collateral Documents), in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of Note Collateral Obligations shall have occurred and not in connection with a Discharge of Note Collateral Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL Lenders, 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 Note Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Note 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 Lien releases or other documents reasonably requested by the Note Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition described in clause (A) above of such Note Priority Collateral are applied in accordance with the terms of this Agreement. The ABL Agent hereby appoints the Note Collateral Representative and any officer or duly authorized person of the Note 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 the ABL Agent and in the name of the ABL Agent or in the Note Collateral Representative’s own name, from time to time, in the Note 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).

Release of Liens. If at (i) In the event of any time any Grantor private or public sale of all or any ABL Secured Party delivers notice to the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed portion of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only consent of the ABL Agent at any time prior to the extentdate upon which the Discharge of ABL Obligations shall have occurred (and irrespective of whether an Event of Default has occurred), the Term Agent agrees, on behalf of itself and the Term Noteholders, that so long as the net cash proceeds of any such sale are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such Common ABL Priority Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)Term Obligations. In furtherance thereof, the Liens on Term Agent agrees that it will execute any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First and all Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection therewith, so long as the net cash proceeds from such sale or other disposition of such ABL Priority Collateral are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral Term Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Term Agent and in the name of the New First Lien Collateral Term Agent or in the ABL Collateral Agent’s 's own name, from time to time, in the ABL Collateral Agent’s '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 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). (ii) In the event of any private or public sale of all or any portion of the Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Term Agent at any time prior to the date upon which the Discharge of Term Obligations shall have occurred (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL Lenders, that so long as the net cash proceeds of any such sale are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such Term Priority Collateral securing the ABL Obligations. In furtherance thereof, the ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the Term Agent in connection therewith, so long as the net cash proceeds from such sale or other disposition of such Term Priority Collateral are applied in accordance with the terms of this Agreement. The ABL Agent hereby appoints the Term Agent and any officer or duly authorized person of the Term 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 ABL Agent and in the name of the ABL Agent or in the Term Agent's own name, from time to time, in the Term 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 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).

Release of Liens. If (a) If, at any time the Controlling Collateral Agent forecloses upon or otherwise exercises remedies against any Grantor Shared Collateral resulting in a sale or disposition thereof, then (whether or not any ABL Secured Party delivers notice to Insolvency or Liquidation Proceeding is pending at the New time) the Liens in favor of each other Collateral Agent for the benefit of each Series of First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Shared Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens of the Controlling Collateral Agent on such Common Shared Collateral securing ABL Obligations are released and discharged (discharged; provided that in the case of clause (Bi) of this Section 2.4(b), the Liens on in favor of each Collateral Agent for the benefit of each related Series of First Lien Secured Parties secured by such Shared Collateral attach to any Common Collateral disposed such Proceeds of in connection such sale or disposition with an Exercise the same priority vis-à-vis all the other First Lien Secured Parties as existed prior to the commencement of Secured Creditor Remedies such sale or other disposition, and any such Liens shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be remain subject to the respective Liens securing New First Lien Obligations terms of this Agreement until application thereof pursuant to Section 2.01 and (ii) any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien 2.01. (b) Each Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly and Authorized Representative agrees to execute and deliver (at the sole costs and expense of the Grantors) all such instruments, releases, termination statements or authorizations and other documents confirming such release on customary terms, which instruments, releases and termination statements instruments as shall reasonably be substantially identical to the comparable instruments, releases and termination statements executed requested by the ABL Controlling Collateral Agent to evidence and confirm any release of Shared Collateral provided for in connection with such release. The New this Section. (c) Each Non-Controlling Authorized Representative and Collateral Agent that is not the Controlling Collateral Agent, for itself and on behalf of the First Lien Collateral Agent Secured Parties of the Series for whom it is acting, hereby irrevocably appoints the ABL Controlling Collateral Agent and any officer or duly authorized person agent of the ABL Controlling Collateral Agent, which appointment is coupled with an interest with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney and authority in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien such Non-Controlling Authorized Representative, 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 paragraphFirst Lien Secured Party, to take any and all appropriate action and to execute and deliver any and all documents and instruments as which may be necessary or desirable to accomplish the purposes evidence and confirm any release of Shared Collateral provided for in 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)Section 2.04.

Release of Liens. If (a) Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. The applicable assets included in the Collateral shall be released from the Liens securing the Notes at the Issuer’s sole cost and expense, under any Grantor one or any ABL Secured Party delivers notice more of the following circumstances: (1) upon the Discharge of Senior Lender Claims and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if the Issuer or the Parent Guarantor subsequently incurs First Priority Lien Obligations that are secured by Liens on property or assets of the Issuer or the Parent Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of Permitted Liens, then the Issuer and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under favor of the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common CollateralNotes, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and whenwhich, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause any such subsequent First Priority Lien Obligations, will be Second Priority Liens on the Collateral securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuer to hold the Second Priority Liens for the benefit of the holders of the Notes and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; provided, however, that the Issuer will provide the Trustee and Collateral Agent under the Collateral Agreement with prompt written notification of such reinstitution; (B2) to enable the Issuer or the Parent Guarantor to consummate the disposition (other than any disposition to the Issuer or another Subsidiary Pledgor) of such property or assets to the extent not prohibited under Section 4.06, and to enable any release described in Sections 7.15(b), (c), (d), or (f) of the Collateral Agreement; (3) in respect of the property and assets of a Subsidiary Pledgor, upon the designation of such Subsidiary Pledgor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary”; (4) in respect of the property and assets of a Subsidiary Pledgor, upon the release or discharge of the pledge by such Subsidiary Pledgor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to become a Subsidiary Pledgor; and (5) as described under Article IX. Notwithstanding the foregoing, if an Event of Default under this Section 2.4(b)Indenture exists on the date of Discharge of Senior Lender Claims, the Second Priority Liens on the Collateral securing the Notes will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Priority Lien Obligations secured by the Collateral, and thereafter the Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Notes and Other Second-Lien Obligations) will have the right to direct the First Lien Agent to foreclose upon the Collateral (but in such event, the Liens on the Collateral securing the Notes will be released when such Event of Default and all other Events of Default under this Indenture cease to exist). Upon the receipt of an Officers’ Certificate from the Issuer, as described in Section 11.04(b) below, if applicable, and any Common necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral disposed Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of in any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. (b) In connection with an Exercise (x) any release of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied Collateral pursuant to Section 4.111.04(a)(1). Upon delivery to the New First Lien , (3), (4) or (5) above, such Collateral Agent of a notice may not be released from the ABL Collateral Agent stating that Lien and security interest created by the Security Documents and (y) any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such noticepursuant to Section 11.04(a)(2), the New First Lien Collateral Agent shallshall not be required to execute, at deliver or acknowledge any instruments of termination, satisfaction or release unless an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have been met and stating under which of the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical circumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with on or prior to the date of such release. The New First Lien Collateral Agent hereby appoints . (c) At any time when a Default or Event of Default has occurred and is continuing and the ABL Collateral Agent and any officer or duly authorized person maturity of the ABL Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by the ABL Agents or by the ABL Loan Parties with the consent of the ABL Agents, 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 or consented to by the requisite ABL Lenders, the Second Lien Agent agrees, on behalf of itself and the Second Lien Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Second Lien Obligations, and the Second Lien Agent’s and the Second Lien Secured Parties’ Liens with respect to such Common Collateralthe ABL Priority Collateral so sold, then the Liens upon such Common Collateral securing New First Lien Obligations will transferred, or disposed shall terminate and be automatically be released without further action concurrently with, and discharged as and when, but only to the extentsame extent as, such the release of the ABL Secured Parties’ Liens on such Common ABL Priority Collateral; provided, that the Liens of the Parties shall attach to the proceeds of any such disposition of the ABL Priority Collateral securing with the same relative priority as the Liens which attached to the ABL Obligations are released Priority Collateral so released. In furtherance of, and discharged (provided that in the case of clause (B) of this Section 2.4(b)subject to, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)foregoing, the New First Second Lien Collateral Agent shall, at the Company’s expense, agrees that it will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent Agents in connection with such releasetherewith. The New First Second Lien Collateral Agent hereby appoints the ABL Collateral Agent Agents and any officer or duly authorized person of the ABL Collateral AgentAgents, 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 New First Second Lien Collateral Agent and in the name of the New First Second Lien Collateral Agent or in the ABL Collateral Agent’s Agents’ own namenames, from time to time, in the ABL Collateral Agent’s Agents’ 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).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an 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 such Common Collateralthe ABL Priority Collateral so sold, then transferred, disposed or released shall terminate and be automatically unconditionally and simultaneously released without further action. In furtherance of, and subject to, the Liens upon such Common Collateral securing New foregoing, the First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Notes Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shallagrees, at the Company’s Credit Parties’ expense, that it will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Collateral Notes Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New such First Lien Collateral Notes Agent and in the name of the New such First Lien Collateral Notes 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 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). All proceeds realized from any such sale or disposition shall be applied to the ABL Obligations or the First Lien Notes Obligations in accordance with the terms of this Agreement. (i) In the event of (A) any private or public sale of all or any portion of the Non-ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the First Lien Notes 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 Non-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 First Lien Notes Documents and the ABL Documents, the ABL Agent agrees, on behalf of itself and the ABL Secured Parties, that such sale, transfer, other disposition or release will be free and clear of the Liens on such Non-ABL Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Non-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 ABL Agent agrees, at the Credit Parties’ expense, that it will promptly execute any and all Lien releases or other documents reasonably requested by the First Lien Notes Agent in connection therewith. The ABL Agent hereby appoints the First Lien Notes Agent and any officer or duly authorized person of the First Lien Notes 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 ABL Agent and in the name of the ABL Agent or in the First Lien Notes Agent’s own name, from time to time, in the First Lien Notes 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 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). All proceeds realized from any such sale or disposition shall be applied to the ABL Obligations or the First Lien Notes Obligations in accordance with the terms of this Agreement.

Release of Liens. If (a) Notwithstanding anything to the contrary in the Security Documents or the First Lien/Second Lien Intercreditor Agreement, Collateral may be released from the Lien and security interest created by the Security Documents to secure the Notes Obligations at any time or from time to time in accordance with the provisions of the First Lien/Second Lien Intercreditor Agreement or the Security Documents or as provided hereby. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes Obligations, and the applicable Subsidiary Guarantor shall be automatically released from its obligations under this Indenture and the Security Documents, under any Grantor one or more of the following circumstances or any ABL Secured Party delivers notice applicable circumstance as provided in the First Lien/Second Lien Intercreditor Agreement or the Security Documents: (1) in respect of the property and assets of a Subsidiary Guarantor, upon the consummation of any transaction permitted by this Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuers or otherwise ceases to be a pledgor under the Security Documents; (2) subject to the New next succeeding paragraph, upon the Discharge of First Priority Lien Obligations and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if the Issuers or the Subsidiary Guarantors subsequently incur First Priority Lien Obligations that are secured by Liens on property or assets of the Issuers or the Subsidiary Guarantors of the type constituting the Collateral Agent and the related Liens are incurred in reliance on clause (6)(B) of the definition of “Permitted Liens,” then the Issuers and the Subsidiary Guarantors will be required to reinstitute the security arrangements with respect to the Collateral in favor of the Notes, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be second priority Liens on the Collateral that:securing such First Priority Lien Obligations to the same extent provided by the Security Documents and the First Lien/Second Lien Intercreditor Agreement and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the first priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuers to hold the first priority Liens for the benefit of the holders of such First Priority Lien Obligations and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the First Lien/Second Lien Intercreditor Agreement; (A3) such specified Common Collateral is sold, transferred to enable the Issuers or otherwise disposed of any Subsidiary Guarantor to consummate the disposition (a “Disposition”other than any disposition to an Issuer or another Subsidiary Guarantor) by the owner of such Common Collateral property or assets to the extent not prohibited under Section 4.06; (4) in respect of the property and assets of a transaction permitted under Subsidiary Guarantor, upon the ABL Credit Agreement designation of such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the New First Lien Agreement; ordefinition of Unrestricted Subsidiary; (B5) in respect of the ABL Secured Parties are releasing property and assets of a Subsidiary Guarantor, upon the release or have released their Liens on discharge of the Subsidiary Guarantee by such Common Collateral Subsidiary Guarantor in accordance with this Indenture; (6) subject to the terms of the First Lien/Second Lien Intercreditor Agreement, in respect of any property and assets securing First Priority Lien Obligations, upon the release of the security interests securing such assets or property securing any First Priority Lien Obligations, other than in connection with a Disposition Discharge of First Priority Lien Obligations (which shall be subject to clause (2) above); (7) in respect of any property and assets that are or become Excluded Property pursuant to a transaction not prohibited under this Indenture; (8) pursuant to an amendment or waiver in accordance with Article IX; (9) in accordance with the applicable provisions of the First Lien/Second Lien Intercreditor Agreement or the Security Documents; (10) in respect of the property or assets of an Issuer, upon the release or discharge of such Issuer’s Notes Obligations in accordance with this Indenture; (11) in respect of the property and assets of a Subsidiary Guarantor, upon the release or discharge of the pledge granted by such Subsidiary Guarantor to secure the obligations under the First Lien Credit Agreement or any other Indebtedness the guarantee in respect of which resulted in the obligation to become a Subsidiary Guarantor with respect to the Notes; and (12) upon any sale or other transfer by the Issuers or any Subsidiary Guarantor of any Collateral that is permitted under this Indenture to any Person that is not an Issuer or a Subsidiary Guarantor (including in connection with a condemnation or casualty event), or upon the effectiveness of any written consent to the release of the security interest granted by the Security Documents in any Collateral pursuant to this Indenture. If an Exercise Event of Secured Creditor Remedies Default under this Indenture exists on the date of Discharge of First Priority Lien Obligations, the second priority Liens on the Collateral securing the Notes Obligations will not be released pursuant to clause (2) of this Section 11.04(a), except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Priority Lien Obligations secured by the Collateral (but in such event, the Liens on the Collateral securing the Notes Obligations will be released when such Event of Default and all other Events of Default under this Indenture cease to exist). In addition, (i) the security interests granted pursuant to the Security Documents securing the Notes Obligations shall automatically terminate and/or be released with respect to such Common CollateralNotes Obligations all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors (as defined in the Collateral Agreement), as of the date when all the Notes Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; and (ii) the Liens upon security interests granted pursuant to the Security Documents securing the Notes Obligations shall automatically terminate as of the date when the holders of at least 66.67% in aggregate principal amount of all Notes issued under this Indenture consent to the termination of the Security Documents. In connection with any termination or release pursuant to this Section 11.04(a), the Collateral Agent shall execute and deliver to any Pledgor (as defined in the Collateral Agreement), at such Common Pledgor’s sole expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and, unless any Secured Obligations (as defined in the Collateral securing New First Lien Obligations Agreement but excluding Notes Obligations) continue to be secured thereby, will automatically duly assign and transfer to such Pledgor, such of the Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 11.04(a), the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements authorized to be filed by the Collateral Agent. Upon the receipt of an Officers’ Certificate from the Issuers, as described in Section 11.04(b) below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released and discharged as and whenpursuant to this Indenture, but only the Security Documents or the First Lien/Second Lien Intercreditor Agreement. Notwithstanding anything herein to the extentcontrary, in connection with (x) any release of Collateral pursuant to Section 11.04(a)(4), (5) or (8), such Liens Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 11.04(a)(2), (3), (6) and (7), the Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have been met and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the Collateral Agent on or prior to the date of such Common Collateral securing ABL Obligations are released and discharged (provided that release or, in the case of clause (By) of this Section 2.4(b)above, the Liens date on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to which the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that executes any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 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)instrument.

Release of Liens. If at (1) In the event of any time any Grantor private or public sale or other disposition of all or any ABL Secured Party delivers notice portion of the Collateral by First Lien Agent or First Lien Co-Agent after the occurrence and during the continuance of a First Lien Default (and prior to the New date upon which the Discharge of First Lien Indebtedness shall have occurred) in connection with the liquidation by First Lien Agent or First Lien Co-Agent of all or any material portion of the Collateral and the collection by First Lien Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed First Lien Co-Agent of (a “Disposition”) by the owner First Lien Indebtedness through the sale or other disposition of such Common Collateral in (whether prior to or after the occurrence of an Insolvency Proceeding) (any such sale or other disposition, a transaction permitted under the ABL Credit Agreement "First Lien Lender Sale"), then Second Lien Agent, on behalf of itself and the New Second Lien Lenders, agrees that such First Lien AgreementLender Sale will be free and clear of the 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); or provided that (Bx) First Lien Agent, First Lien Co-Agent and the ABL Secured Parties are releasing or have released First Lien Lenders also release their Liens on such Common Collateral (and, if the First Lien Lender Sale includes Equity Interests in any Obligor, the entities whose Equity Interests are sold from all First Lien Indebtedness), (y) the Proceeds of any such First Lien Lender Sale are applied in accordance with Section 9, and (z) First Lien Agent or First Lien Co-Agent shall have conducted such First Lien Lender Sale in a commercially reasonable manner and in accordance with the UCC. (2) In the event of any private or public sale or other disposition of all or substantially all of the Collateral by any Obligor with the consent of First Lien Co-Agent and/or First Lien Agent after the occurrence and during the continuance of a First Lien Default (and prior to the date upon which the Discharge of First Lien Indebtedness shall have occurred), which sale or other disposition is conducted by such Obligor with the consent of First Lien Co-Agent and/or First Lien Agent (any such sale or other disposition, a "Forced Obligor Sale"), then Second Lien Agent, on behalf of itself and the Second Lien Lenders, agrees that such Forced Obligor Sale will be free and clear of the Liens securing the Second Lien Indebtedness (and, if the Forced Obligor 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 also release their Liens on such Collateral (and, if the Forced Obligor Sale includes Equity Interests in any Obligor, the entities whose Equity Interests are sold from all First Lien Indebtedness), (y) the Proceeds of any such Forced Obligor Sale are applied in accordance with Section 9 (as if it were Proceeds received in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies Remedies), and (z) the Obligor conducting such Forced Obligor Sale shall have conducted such Forced Obligor Sale in a commercially reasonable manner as if such Forced Obligor Sale were being conducted by a secured creditor in accordance with respect to such Common Collateralthe UCC. (3) Second Lien Agent agrees that, then the Liens upon such Common Collateral securing New in connection with any First Lien Obligations Lender Sale or Forced Obligor Sale, upon the prior written request of First Lien Co-Agent or First Lien Agent (which request shall specify the proposed terms of the sale and the type and amount of consideration to be received in connection therewith), it will automatically be released execute and/or file any and discharged as all Lien releases or other documents reasonably requested by First Lien Co-Agent or First Lien Agent in connection therewith (copies of which are provided to Second Lien Agent) without recourse, representation or warranty and whenat the sole expense of the Obligors; provided, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged that (provided that w) in the case of clause (B) of this Section 2.4(b)a First Lien Lender Sale, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies no such release documents shall be automatically released but delivered to any proceeds thereof not applied Obligor, (x) in the case of a Forced Obligor Sale, no such release documents shall be delivered to repay ABL Obligations any Obligor unless First Lien Co-Agent or First Lien Agent has delivered its release documents to such Obligor, (y) no such release documents shall be delivered to Second Lien Agent for execution more than 5 days prior to the anticipated closing date of such sale or disposition, and (z) the effectiveness of any such release or termination by Second Lien Agent shall be subject to the respective Liens securing New sale or other disposition of the Collateral described in such request and on the terms described in such request or on substantially similar terms and shall lapse in the event such sale or other disposition does not occur within 10 days of the anticipated closing date (at which time First Lien Obligations and Co-Agent, First Lien Agent or the Obligors, as the case may be, shall be applied pursuant promptly return all release documents to Section 4.1Second Lien Agent). Upon delivery Subject to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney proviso in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien Collateral Agent or in the ABL Collateral Agent’s own name, from time to timeimmediately preceding sentence, in the ABL Collateral Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, event that Second Lien Agent fails to take so execute or file 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, such Lien releases or other documents within 5 Business Days after receipt of written request from First Lien Agent or instruments First Lien Co-Agent, each of transfer First Lien Co-Agent and First Lien Agent is hereby irrevocably authorized to execute and/or file such Lien releases and other documents (which appointment, being coupled provided that such Lien releases and other documents shall not be filed or recorded except substantially contemporaneous with an interest, is irrevocablesuch sale or disposition or until such sale or disposition has been consummated).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by all or any portion of the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common the consent of each Senior Priority Agent, (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 upon on all or any portion of the Collateral, so long as such Common Collateral securing New First Lien Obligations will automatically be released and discharged release shall have been approved by all of the requisite Senior Priority Secured Parties (as and when, but only determined pursuant to the extentapplicable Senior Priority Documents), such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent prior to the Discharge of this Section 2.4(bSenior 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 agrees, for and on behalf of itself and the Junior Priority Creditors represented thereby, that (x) 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, such sale will be free and clear of the Liens on any Common such Collateral securing the Junior Priority Obligations and (y) such Junior Priority Secured Parties’ Liens with respect to the Collateral so sold, transferred, disposed of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be without further action. In furtherance of, and subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)to, the New First foregoing, each Junior Priority Agent agrees that it will execute any and all Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral any Senior Priority Agent in connection therewith, so long as the net cash proceeds, if any, from such sale described in clause (A) above of such Collateral are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral Each Junior Priority Agent hereby appoints the ABL Collateral Agent Senior Priority Representative and any officer or duly authorized person of the ABL Collateral AgentSenior 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 the New First Lien Collateral such Junior Priority Agent and in the name of the New First Lien Collateral such Junior Priority Agent or in the ABL Collateral AgentSenior Priority Representative’s own name, from time to time, in the ABL Collateral AgentSenior 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 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).

Release of Liens. If at (1) In the event of any time any Grantor private or public sale or other disposition of all or any ABL Secured Party delivers notice portion of the Collateral by Senior Agent after the occurrence and during the continuance of a Senior Default (and prior to the New First Lien Collateral Agent 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 of all or any specified Common material portion of the Collateral that: and the collection by Senior Agent of the Senior Indebtedness through the sale or other disposition of such Collateral (A) any such specified Common Collateral is soldsale or other disposition, transferred or otherwise disposed of (a “DispositionSenior Lender Sale”) by ), if at such time Senior Agent and the owner Senior Lenders shall not have made loans and provided letter of such Common Collateral in a transaction permitted credit accommodations and other financial accommodations under the ABL Credit Agreement Senior Loan Documents and otherwise (whether prior to or after the occurrence of an Insolvency Proceeding) in an amount in excess of the Maximum Priority Senior Loan Amount, then Junior Agent agrees that such Senior Lender Sale will be free and clear of the Liens securing the Junior Indebtedness (and, if the Senior Lender Sale includes Equity Interests in any Obligor, Junior Agent further agrees to release the entities whose Equity Interests are sold from all Junior Indebtedness); provided that (x) Senior Agent and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released Senior Lenders also release their Liens on such Common Collateral (and, if the Senior Lender Sale includes Equity Interests in any Obligor, the entities whose Equity Interests are sold from all Senior Indebtedness), (y) the Proceeds of any such Senior Lender Sale are applied in accordance with Section 9.b, and (z) Senior Agent shall have conducted such Senior Lender Sale in a commercially reasonable manner. (2) In the event of any private or public sale or other disposition of all or substantially all of the Collateral by any Obligor with the consent of Senior Agent after the occurrence and during the continuance of a Senior Default (and prior to the 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), which sale or other disposition is conducted by such Obligor with the consent of Senior Agent in connection with the collection by Senior Agent of the Senior Indebtedness through the sale or other disposition of such Collateral (any such sale or other disposition, a Disposition “Forced Obligor Sale”), if at such time Senior Agent and the Senior Lenders 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 or after the occurrence of an Insolvency Proceeding) in an amount in excess of the Maximum Priority Senior Loan Amount, then Junior Agent agrees that such Forced Obligor Sale will be free and clear of the Liens securing the Junior Indebtedness (and, if the Forced Obligor Sale includes Equity Interests in any Obligor, Junior 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, if the Forced Obligor Sale includes Equity Interests in any Obligor, the entities whose Equity Interests are sold from all Senior Indebtedness), (y) the Proceeds of any such Forced Obligor Sale are applied in accordance with Section 9.b (as if it were Proceeds received in connection with an any Exercise of Secured Creditor Remedies Remedies), and (z) the Obligor conducting such Forced Obligor Sale shall have conducted such Forced Obligor Sale in a commercially reasonable manner as if such Forced Obligor Sale were being conducted by a secured creditor in accordance with respect the Uniform Commercial Code. (3) Junior Agent agrees that, in connection with any Senior Lender Sale or Forced Obligor Sale, upon the prior written request of Senior Agent (which request shall specify the proposed terms of the sale and the type and amount of consideration to such Common Collateralbe received in connection therewith), then the Liens upon such Common Collateral securing New First it will execute and/or file any and all Lien Obligations will automatically be released and discharged as and whenreleases or other documents reasonably requested by Senior Agent in connection therewith; provided, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged that (provided that w) in the case of clause (B) of this Section 2.4(b)a Senior Lender Sale, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies no such release documents shall be automatically released but delivered to any proceeds thereof not applied Obligor, (x) in the case of a Forced Obligor Sale, no such release documents shall be delivered to repay ABL Obligations any Obligor unless Senior Agent has delivered its release documents to such Obligor, (y) no such release documents shall be delivered more than 5 days prior to the anticipated closing date of such sale or disposition, and (z) the effectiveness of any such release or termination by Junior Agent shall be subject to the respective Liens securing New First Lien Obligations sale or other disposition of the Collateral described in such request and on the terms described in such request or on substantially similar terms and shall be applied pursuant lapse in the event such sale or other disposition does not occur within 10 days of the anticipated closing date (at which time Senior Agent or the Obligors, as the case may be, shall promptly return all release documents to Section 4.1Junior Agent). Upon delivery Subject to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney proviso in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien Collateral Agent or in the ABL Collateral Agent’s own name, from time to timeimmediately preceding sentence, in the ABL Collateral Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, event that Junior Agent fails to take so execute and/or file 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, such Lien releases or other documents or instruments within 5 Business Days after receipt of transfer (which appointmentwritten request from Senior Agent, being coupled with an interest, Senior Agent is irrevocable)hereby irrevocably authorized to execute and/or file such Lien releases and other documents.

Release of Liens. If (a) Notwithstanding anything to the contrary in the Collateral Documents, the Second Lien/Second Lien Intercreditor Agreement or the Multi-Lien Intercreditor Agreement, Collateral shall be released from the Lien and security interest created by the Collateral Documents to secure the Securities and the other Obligations under this Indenture at any time or from time to time in accordance with the provisions of the Second Lien/Second Lien Intercreditor Agreement or the Collateral Documents or as provided hereby. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Securities, and the applicable Guarantor shall be automatically released from its obligations under this Indenture, under any Grantor one or more of the following circumstances or any ABL Secured Party delivers notice to applicable circumstance as provided in the New First Second Lien/Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement or the Collateral Agent with respect to any specified Common Collateral thatDocuments: (Ai) such specified Common to enable the Issuer or any Collateral is sold, transferred Guarantor to consummate the disposition (other than any disposition to the Issuer or otherwise disposed of (a “Disposition”Collateral Guarantor) by the owner of such Common Collateral in a transaction permitted property or assets to the extent not prohibited under the ABL Credit Agreement and the New First Lien Agreement; orSection 9.12; (Bii) to the ABL Secured Parties are releasing extent that such Collateral comprises property leased to the Issuer or have released their Liens on any Collateral Guarantor, upon termination or expiration of such Common lease; (iii) in respect of the property and assets of a Collateral Guarantor, upon the release or discharge of the Guarantee of such Collateral Guarantor in accordance with this Indenture; (iv) in respect of any property and assets of a Collateral Guarantor or the Issuer that would constitute Collateral but is at such time not subject to a Lien securing Second Lien Obligations (other than the Obligations), other than any property or assets that cease to be subject to a Lien securing Second Lien Obligations (other than the Obligations) in connection with a Disposition in connection with an Exercise Discharge of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released or Discharge of Second Lien Obligations (other than the Obligations); provided that if such property and discharged as and when, but only assets (other than Excluded Property) are subsequently subject to a Lien securing Second Lien Obligations (other than the extentObligations), such Liens on such Common property and assets shall subsequently constitute Collateral securing ABL Obligations are released and discharged under this Indenture; (provided that v) in the case respect of clause (B) of this Section 2.4(b), the Liens on any Common Collateral transferred to a third party or otherwise disposed of in connection with any enforcement by the Collateral Agent in accordance with the Second Lien/Second Lien Intercreditor Agreement or Multi-Lien Intercreditor Agreement; (vi) pursuant to an Exercise amendment or waiver in accordance with Section 5.13 or Article 8; (vii) in accordance with the applicable provisions of Secured Creditor Remedies the Second Lien/Second Lien Intercreditor Agreement, Multi-Lien Intercreditor Agreement or the Collateral Documents; (viii) in respect of any property and assets that are or become Excluded Property pursuant to a transaction not prohibited under this Indenture including without limitation (x) any collections and accounts established solely for the collection of Receivables to secure the incurrence of Indebtedness pursuant to a Qualified Receivable Facility as permitted by Section 9.08(b)(xxviii) and any property securing such Qualified Receivable Facility, (y) consist of Securitization Assets transferred to a Securitization Subsidiary in connection with a Qualified Securitization Facility permitted under Section 9.08(b)(xxvii) or (z) consist of Digital Products transferred to a Digital Products Subsidiary in connection with a Qualified Digital Products Facilities permitted under Section 9.08(b)(xxx); (ix) if the Securities have been discharged or defeased pursuant to Article 4 or Article 11; (x) as required by the Collateral Agent to effect any disposition of Collateral in connection with any exercise of remedies under the Collateral Documents; (xi) pursuant to the terms of any applicable Intercreditor Agreement; and (xii) [reserved]; or (xiii) upon such Collateral becoming Excluded Property. In addition, (i) the security interests granted pursuant to the Collateral Documents securing the Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Collateral Guarantors, as of the date when all the Obligations under this Indenture and the Collateral Documents (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; and (ii) the security interests granted pursuant to the Collateral Documents securing the Obligations shall automatically terminate as of the date when the holders of at least 66.666% in aggregate principal amount of all Securities issued under this Indenture consent to the termination of the Collateral Documents. In connection with any termination or release pursuant to this Section 13.04(a), upon the receipt of an Officers’ Certificate and Opinion of Counsel from the Issuer, the Collateral Agent and Trustee, as applicable, shall execute and deliver to the Issuer or any Collateral Guarantor (as defined in the applicable Collateral Agreement), at the Issuer or such Collateral Guarantor’s expense, all necessary or appropriate documents that the Issuer or such Collateral Guarantor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements, filings with the United States Patent and Trademark Office and filings with the United States Copyright Office), and will duly assign and transfer to the Issuer or such Collateral Guarantor, such of the Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Collateral Documents. Any execution and delivery of documents pursuant to this Section 13.04(a) shall be automatically released but without recourse to or warranty by the Collateral Agent. In connection with any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied release pursuant to this Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice13.04(a), the New First Issuer and the Collateral Guarantors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements and the filing of releases with the United States Patent and Trademark Office and the United States Copyright Office. Upon the receipt of an Officers’ Certificate and Opinion of Counsel from the Issuer, as described in Section 13.04(b) below, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent is hereby authorized to, instructed to and shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture, the Collateral Documents, the Second Lien/Second Lien Intercreditor Agreement or the Multi-Lien Intercreditor Agreement. In the event any Lien or Guarantor is released hereunder and the Issuer is not required to deliver an Officers’ Certificate and/or Opinion of Counsel to the Collateral Agent and Trustee, the Collateral Agent and Trustee shall receive notice of such release. Subject to the Intercreditor Agreements, the Holders and the other Secured Parties hereby irrevocably authorize and instruct the Trustee and the Collateral Agent to, upon receipt of an Officers’ Certificate and Opinion of Counsel, without any further consent of any Holder or any other Secured Party, and, upon the request of the Issuer, the Collateral Agent shall, at (a) enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any of the Company’s expense, promptly execute and deliver such instruments, releases, termination statements Intercreditor Agreements with the collateral agent or other documents confirming such representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under any of Section 9.10(a)(i), (ii), (xxvi), (xxvii), (xxxiii), (xxxvii) or (xli) (and solely in accordance with the relevant requirements thereof and not in lieu of the requirements thereof) and (b) release any Lien securing the obligations on customary terms, which instruments, releases and termination statements shall be substantially identical any property granted to or held by the Collateral Agent under any Note Document to the comparable instrumentsholder of any Lien on such property that is permitted by Section 9.10(a)(iii), releases and termination statements executed by (ix) or (xxii) in each case to the ABL Collateral Agent extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property. (b) Notwithstanding anything herein to the contrary, in connection with such release. The New First Lien any release of Collateral, the Collateral Agent hereby appoints the ABL Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and any officer or duly authorized person Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 13.04, have been met and stating under which of the ABL circumstances set forth in Section 13.04(a) above the Collateral is being released have been delivered to the Collateral Agent. (c) Notwithstanding anything herein to the contrary, at any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Collateral Documents will be effective as against the Holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place Multi Lien Intercreditor Agreement and stead of the New First Second Lien/Second Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If (a) Notwithstanding anything to the contrary in the Collateral Agreement and subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents to secure the Notes and obligations under this Indenture at any time or from time to time in accordance with the provisions of the Intercreditor Agreement or as provided hereby. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes, and the applicable Subsidiary Pledgor shall be automatically released from its obligations under this Indenture and the Security Documents, under any Grantor one or any ABL Secured Party delivers notice more of the following circumstances: (1) upon the Discharge of Senior Lender Claims and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if the Issuer or the Parent Guarantor subsequently incurs First Priority Lien Obligations that are secured by Liens on property or assets of the Issuer or the Parent Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of Permitted Liens, then the Issuer and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Notes, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be Second Priority Liens on the Collateral that:securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuer to hold the Second Priority Liens for the benefit of the holders of the Notes and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; provided, however, that the Issuer will provide the Trustee and Collateral Agent under the Collateral Agreement with prompt written notification of such reinstitution; (A2) in respect of the property and assets of a Subsidiary Pledgor, upon the consummation of any transaction permitted by this Indenture as a result of which such specified Common Collateral is sold, transferred Subsidiary Pledgor ceases to be a Subsidiary or otherwise disposed ceases to be a Pledgor (as defined in the Collateral Agreement), and such Subsidiary Pledgor shall be automatically released from its obligations hereunder and under the Security Documents, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Subsidiary Pledgor; (a “Disposition”3) upon any sale or other transfer by the owner Issuer or any Subsidiary Pledgor of such Common any Collateral in a transaction that is permitted under this Indenture to any person that is not the ABL Credit Agreement and the New First Lien Agreement; or Issuer or a Subsidiary Pledgor (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition including in connection with an Exercise Event of Secured Creditor Remedies Loss (as defined in the Collateral Agreement)), or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to this Indenture, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party; (4) as to all or any portion of any Collateral (including any Mortgaged Property), following the delivery of a Project Notice (as defined in the Credit Agreement) to the First Lien Agent that is applicable to all or such portion of the Collateral and Mortgaged Property, in each case upon the release of the security interest securing the Senior Lender Claims in such Collateral or Mortgaged Properties; (5) to enable the Issuer, the Parent Guarantor or any Subsidiary Pledgor to consummate the disposition (other than any disposition to the Issuer or another Subsidiary Pledgor) of such property or assets to the extent not prohibited under Section 4.06, and to enable any release described in Section 7.15(f) of the Collateral Agreement; (6) in respect of the property and assets of a Subsidiary Pledgor, upon the designation of such Subsidiary Pledgor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary”, and such Subsidiary Pledgor shall be automatically released from its obligations hereunder and under the Security Documents; (7) in respect of the property and assets of a Subsidiary Pledgor, upon the release or discharge of the pledge by such Subsidiary Pledgor of the Credit Agreement or other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to become a Subsidiary Pledgor; and (8) as described under Article IX. Notwithstanding the foregoing, if an Event of Default under this Indenture exists on the date of Discharge of Senior Lender Claims, the Second Priority Liens on the Collateral securing the Notes will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Priority Lien Obligations secured by the Collateral, and thereafter the Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Notes and Other Second-Lien Obligations) will have the right to direct the First Lien Agent to foreclose upon the Collateral (but in such event, the Liens on the Collateral securing the Notes will be released when such Event of Default and all other Events of Default under this Indenture cease to exist). In addition, (i) the security interests granted pursuant to the Security Documents securing the Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors (as defined in the Collateral Agreement), as of the date when all the Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; and (ii) the security interests granted pursuant to the Security Documents securing the Obligations shall automatically terminate as of the date when the Holders of at least two thirds in aggregate principal amount of all Notes issued under this Indenture consent to the termination of the Security Documents. In connection with any termination or release pursuant to this Section 11.04(a), the Collateral Agent shall execute and deliver to any Pledgor (as defined in the Collateral Agreement), at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer to such Common CollateralPledgor, then such of the Liens upon Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 11.04(a), the Pledgors shall be permitted to take any action in connection therewith consistent with such Common release including, without limitation, the filing of UCC termination statements. Upon the receipt of an Officers’ Certificate from the Issuer, as described in Section 11.04(b) below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral securing New First Lien Obligations will automatically Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released and discharged as and when, but only pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. (b) Notwithstanding anything herein to the extentcontrary, in connection with (x) any release of Collateral pursuant to Section 11.04(a)(1), (6), (7) or (8) above, such Liens Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 11.04(a)(2), (3), (4) and (5), the Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have been met and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the Collateral Agent on or prior to the date of such Common Collateral securing ABL Obligations are released and discharged (provided that release or, in the case of clause (By) of this Section 2.4(b)above, the Liens date on which the Collateral Agent executes any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject such instrument. (c) Notwithstanding anything herein to the respective Liens securing New First Lien Obligations contrary, at any time when a Default or Event of Default has occurred and shall be applied pursuant to Section 4.1). Upon delivery is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If (a) Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time any Grantor or from time to time in accordance with the provisions of the Security Documents, the Secured Notes Intercreditor Agreement or as provided hereby. Upon the request of the Issuers pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, the Issuers and the Guarantors will be entitled to a release of assets included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Issuers’ sole cost and expense, under one or more of the following circumstances: (1) if all other Liens on such property or assets securing First-Priority Lien Obligations (including all commitments and letters of credit thereunder) are released; provided, however, that if the Issuers or any ABL Secured Party delivers notice Guarantor subsequently Incurs First-Priority Lien Obligations that are secured by liens on property or assets of the Issuers or any Guarantor of the type constituting the Collateral and the related Liens are Incurred in reliance on clause (6)(C) of the definition of Permitted Liens, then the Company and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Securities, which, in the case of any specified Common such subsequent First-Priority Lien Obligations, will be Liens on the Collateral that: (A) securing such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) First-Priority Lien Obligations that have the priority described in the Security Documents and to the same extent provided by the owner Security Documents and on the terms and conditions of the security documents relating to such Common Collateral First-Priority Lien Obligations (except as set forth in Section 4.16), with the security interest held either by the administrative agent, collateral agent or other representative for such First-Priority Lien Obligations or by a transaction permitted collateral agent or other representative designated by the Company to hold such security interest for the benefit of the holders of the Securities and subject to one or more intercreditor agreements that provide the administrative agent or collateral agent substantially the same rights and powers as afforded under the ABL Credit Junior Lien Intercreditor Agreement and the New First Lien Secured Notes Intercreditor Agreement, as applicable; (2) to enable the Issuers or any Guarantor to consummate the disposition of such property or assets to the extent not prohibited under Section 4.06; (3) in the case of a Guarantor that is released from its Note Guarantee with respect to the Securities, the release of the property and assets of such Guarantor; or (B4) as described under Article 9. If an Event of Default under this Indenture exists on the ABL Secured Parties are releasing or have released their Liens date on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then which the Liens upon such Common Collateral securing New First First-Priority Lien Obligations will automatically be released are repaid in full and discharged as terminated (including all commitments and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case letters of clause (B) of this Section 2.4(bcredit thereunder), the Liens on the Collateral securing the Securities will not be released, except to the extent the Collateral or any Common Collateral portion thereof was disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied order to repay ABL Obligations shall be subject to the respective Liens securing New First First-Priority Lien Obligations secured by the Collateral, and shall thereafter the Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Pari Passu Obligations) will have the right to foreclose upon the Collateral (but in such event, the Liens on the Collateral securing the Securities will be applied pursuant released when such Event of Default and all other Events of Default under this Indenture cease to Section 4.1exist). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)Officers’ Certificate and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the New First Lien Collateral Agent shallshall execute, at deliver or acknowledge such instruments or releases to evidence the Company’s expenserelease of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Secured Notes Intercreditor Agreement or the Junior Lien Intercreditor Agreement, promptly execute as applicable. (b) Except as otherwise provided in the Secured Notes Intercreditor Agreement, no Collateral may be released from the Lien and deliver such instrumentssecurity interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.04, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical dated not more than five days prior to the comparable instruments, releases and termination statements executed by date of the ABL Collateral Agent in connection with application for such release. The New First Lien Collateral Agent hereby appoints , has been delivered to the ABL Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent). (c) At any officer time when a Default or duly authorized person Event of Default has occurred and is continuing and the maturity of the ABL Securities has been accelerated (whether by declaration or otherwise) and the Trustee (if not then the Collateral Agent) has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Secured Notes Intercreditor Agreement.

Release of Liens. If at any time any Grantor (a) Provided that no Event of Default or any ABL Secured Party delivers notice Potential Event of Default has occurred and is continuing, on a bi-weekly basis, Collateral Agent shall deliver to either the General Counsel of Calton, a title insurance coxxxxx acceptable to the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral Agent, with full power of substitutionor such other Person as shall be acceptable to the Collateral Agent, in each case as its true escrow agent, a Partial Release prepared and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the New First Lien delivered by Borrowers to Collateral Agent for each Inventory Property, listed on the most recent Bi-Weekly Inventory Release Report delivered pursuant to subsection 6.1(i)(b), subject to an Inventory Property Closing during the fifteen (15) day period beginning on the day the next Bi-Weekly Inventory Release Report is due. Unless such escrow agent has been notified that an Event of Default or Potential Event of Default has occurred hereunder, a Partial Release may be released from escrow and in delivered for recording at the name applicable Inventory Property Closing. If a Partial Release has been delivered to an escrow agent (on behalf of a Credit Party) for an Inventory Property Closing and the New First Lien Collateral Agent Inventory Property Closing is cancelled and not rescheduled or in is delayed and does not occur within seventy (70) days from the ABL date of such delivery, the Partial Release shall be promptly returned to Collateral Agent’s own name. Upon the occurrence of an Event of Default or Potential Event of Default, releases of Partial Releases from escrow shall be suspended and all Partial Releases held in escrow at such time shall be promptly returned to time, in the ABL Collateral Agent’s sole discretion, for . (b) The Net Closing Proceeds from the purposes sale of carrying out any Inventory Property shall be deposited directly into the appropriate Concentration Account according to the terms of this paragraph, to take any the Account Collateral Security Agreement and all other receipts of cash, monies and cash equivalents by the Credit Parties shall be deposited directly into the appropriate action Concentration Account or as otherwise provided under the terms of the Account Collateral 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)Security Agreement.

Release of Liens. If (a) Agent shall release its lien on any Pledged Receivables and the related Collateral that no longer constitutes an Eligible Receivable and/or is otherwise used to calculate Borrower’s compliance with Section 2.5 hereof so long as (i) no Potential Default or Event of Default has occurred and is continuing and (ii) Borrower will remain in compliance of Section 2.5 hereof following such release or Borrower shall have paid such amounts to Agent as may be required so that Borrower is in compliance with Section 2.5 hereof following such release. (b) Borrower shall give written notification to Agent and Custodian, in the form annexed hereto as Exhibit G, in the event the obligation of an Obligor under a Pledged Receivable has been (i) satisfied in full by such Obligor and all amounts paid thereunder are actually deposited into the Lockbox Account or (ii) cancelled due to an upgrade of the related Vacation Ownership Interest, then within thirty-one (31) days after the date of the occurrence of such upgrade, Borrower will at its sole option either (x) make to Agent a principal payment in an amount necessary so that Borrower remains in compliance with Section 2.5 hereof following such release of such Pledged Receivable(s), (y) deliver to Custodian on behalf of Agent, one or more Receivables having an aggregate unpaid principal balance not less that the unpaid principal balance of the Pledged Receivable that was upgraded or (z) a combination of (x) and (y). Upon receipt of such notice and confirmation by Agent that it has received in good funds all such amounts owing on such Pledged Receivable or replacement Receivables, as the case may be, Agent shall promptly execute any time documents reasonably necessary or required by law to release the Lien of Agent and Lenders with respect to the related Collateral under this Agreement. Agent shall return or cause to be returned all Collateral, including, without limitation, all Custodian Deliverables (original or otherwise) related thereto, to Borrower. (c) Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any Grantor events or claims that would give rise thereto are not then pending) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return all Collateral or cause to be returned all Collateral, including, without limitation, all Custodian Deliverables (original or otherwise) related thereto, to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any ABL Secured Party delivers notice other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the New First Lien Collateral Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any specified Common Collateral that: (A) so delivered except that such specified Common Collateral is soldfree and clear, transferred or otherwise disposed of (a “Disposition”) by on the owner date of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise delivery, of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 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)Liens arising from such Person’s own acts.

Release of Liens. If Under the First Lien/Second Lien Intercreditor Agreement, if at any time any Grantor or any ABL Secured Party delivers notice to (1) the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”i) in connection with the taking of an Enforcement Action (as defined therein) or (ii) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement Agreement, the First-Priority Notes Indenture, the First-Priority Obligations Documents, this Indenture, the Notes Documents and the New First Lien Agreementeach other Senior Lender Document (as defined therein) and Second Priority Document (as defined therein) (if any) then in effect; or (B2) the ABL Secured Parties are releasing or have Collateral is being released their Liens on such Common Collateral from all Senior Lender Claims (as defined therein) in connection with a Disposition 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 connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateraleffect, or (3) the Collateral is otherwise released as 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 Common Collateral securing New First Lien Obligations will automatically automatically, simultaneously, and unconditionally be released and discharged as and when, but only to the extent, such Liens on such Common Collateral (as defined therein) securing ABL Obligations Senior Lender Claims are released and discharged (discharged; provided that in the case of clause (B) of this Section 2.4(b), the Liens on securing the Second Priority Claims (as defined therein) shall attach to any proceeds of such Common Collateral disposed that remain after the Discharge of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective Senior Lender Claim (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 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 irrevocabledefined therein).

Release of Liens. If at (i) In the event of (A) any time any Grantor private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Any Secured Party delivers notice to Creditor Remedies by or with the New First Lien 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 any specified Common the ABL Priority Collateral that: (A) such specified Common Collateral is so sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement shall terminate and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be without further action. In furtherance of, and subject to to, the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien foregoing, each Term Collateral Agent of a notice from the ABL Collateral Agent stating agrees that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, it will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Each Term Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the such ABL Collateral 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 New First Lien such Term Collateral Agent and in the name of the New First Lien 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 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). All proceeds realized from any such sale or disposition shall be applied, as between the Secured Parties, to the ABL Obligations or the Term Obligations in accordance with the terms of this Agreement. (ii) In the event of (A) any private or public sale of all or any portion of the Term Priority Collateral in connection with any Exercise of Any Secured Creditor Remedies by or with the consent of any Term Collateral Agent or (B) any sale, transfer or other disposition of all or any portion of the Term 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 the ABL Credit Agreement or (z) made in connection with the Discharge of Term Obligations, unless in either case then permitted by the ABL Documents (or shall have been duly approved in accordance with the terms thereof)), the ABL Collateral Agent agrees, on behalf of itself and the other ABL Secured Parties, that such sale, transfer, other disposition or release will be free and clear of the Liens on such Term Priority Collateral securing the ABL Obligations and the ABL Collateral Agent’s and the other ABL Secured Parties’ Liens with respect to the Term 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 Collateral Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by any Term Collateral Agent in connection therewith. The ABL Collateral Agent hereby appoints each Term Collateral Agent and any officer or duly authorized person of such Term Collateral 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 ABL Collateral Agent and in the name of the ABL Collateral Agent or in such Term Collateral Agent’s own name, from time to time, in such Term Collateral 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 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). As between the Secured Parties, all proceeds realized from any such sale or other disposition shall be applied to the ABL Obligations or the Term Obligations in accordance with the terms of this Agreement.

Release of Liens. If (a) Subject to the provisions of Section 4(b), each of the First Priority Collateral Agent, the Second Priority Collateral Agent and the Mortgagee may, at any time any Grantor or any ABL Secured Party delivers notice to the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien Collateral Agent or in the ABL Collateral Agent’s own name, from time to time, acting in accordance with the First Priority Security Agreement, the Second Priority Security Agreement or, in the ABL Collateral Agent’s sole discretioncase of any Mortgage, for the purposes of carrying out the terms of this paragraphthe Credit Agreements, to take as the case may be, release any Liens against all or any portion of the Collateral. (b) If (i) the First Priority Collateral Agent releases the Liens on all Collateral in respect of all First Priority Secured Obligations and the Second Priority Collateral Agent releases the Liens on all Collateral in respect of all Second Priority Secured Obligations (other than the Second Priority Senior Notes Obligations), or (ii) all First Priority Secured Obligations and all appropriate action Second Priority Secured Obligations (other than the Second Priority Senior Notes Obligations) are Fully Paid, then all the Liens on the Collateral securing the Second Priority Senior Notes Obligations will be automatically released and terminated and the Second Priority Collateral Agent shall have no further duties or obligations under the Second Priority Security Agreement; provided, however, in the case of either clause (i) or (ii) above, if a Default or Event of Default shall have occurred and be continuing under the Second Priority Senior Notes Indenture, the Liens on the Collateral securing the Second Priority Senior Notes Obligations shall not be released and the Second Priority Security Agreement shall not terminate until such time as the Default or Event of Default is cured or waived in accordance with the Second Priority Senior Notes Indenture. (c) Subject to execute Section 4(b), the Second Priority Senior Notes Trustee agrees that its consent shall not be required in connection with the release of all or any portion of the Collateral at any time, including, without limitation, any time that a Default or Event of Default shall have occurred and deliver any and all documents and instruments as may be necessary or desirable to accomplish continuing under 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)Second Priority Senior Notes Indenture.

Release of Liens. If (a) Subject to the provisions of Section 4(b), each of the Revolver Collateral Agent, the Term and Note Collateral Agent and the Mortgagee may, at any time any Grantor or any ABL Secured Party delivers notice to the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien Collateral Agent or in the ABL Collateral Agent’s own name, from time to time, acting in accordance with the Revolver Security Agreement, the Term and Note Security Agreement or, in the ABL Collateral Agent’s sole discretioncase of any Mortgage, for the purposes of carrying out the terms of this paragraphthe Credit Agreements, to take as the case may be, release any Liens held by such Collateral Agent against all or any portion of the Collateral. (b) If (i) the Revolver Collateral Agent releases the Liens on all Collateral in respect of all Revolver Secured Obligations and the Term and Note Collateral Agent releases the Liens on all Collateral in respect of all Term and Note Secured Obligations (other than the Senior Secured Notes Obligations), or (ii) all Revolver Secured Obligations and all appropriate action Term and Note Secured Obligations (other than the Senior Secured Notes Obligations) are Fully Paid, then all the Liens on the Collateral securing the Senior Secured Notes Obligations will be automatically released and terminated and the Term and Note Collateral Agent shall have no further duties or obligations under the Term and Note Security Agreement; provided, however, in the case of either clause (i) or (ii) above, if a Default or Event of Default shall have occurred and be continuing under the Senior Secured Notes Indenture, the Liens on the Collateral securing the Senior Secured Notes Obligations shall not be released and the Term and Note Security Agreement shall not terminate until such time as the Default or Event of Default is cured or waived in accordance with the Senior Secured Notes Indenture. (c) Subject to execute Section 4(b), the Senior Secured Notes Trustee agrees that its consent shall not be required in connection with the release of all or any portion of the Collateral at any time, including, without limitation, any time that a Default or Event of Default shall have occurred and deliver any and all documents and instruments as may be necessary or desirable to accomplish continuing under 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)Senior Secured Notes Indenture.

Release of Liens. If at (i) In the event of any time any Grantor private or public sale of all or any portion of the DIP ABL Secured Party delivers notice to the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only consent of the DIP ABL Agent at any time prior to the extentdate upon which the Discharge of DIP ABL Obligations shall have occurred (and irrespective of whether an Event of Default has occurred), the DIP Term Agent agrees, on behalf of itself and the DIP Term Secured Parties, that so long as the net cash proceeds of any such sale are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such Common DIP ABL Priority Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)DIP Term Obligations. In furtherance thereof, the Liens on DIP Term Agent agrees that it will execute any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First and all Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the DIP ABL Collateral Agent in connection therewith, so long as the net cash proceeds from such sale or other disposition of such DIP ABL Priority Collateral are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral DIP Term Agent hereby appoints the DIP ABL Collateral Agent and any officer or duly authorized person of the DIP ABL Collateral 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 New First Lien Collateral DIP Term Agent and in the name of the New First Lien Collateral DIP Term Agent or in the DIP ABL Collateral Agent’s own name, from time to time, in the DIP ABL Collateral 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 accomplish the purposes of this paragraph, including 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). (ii) In the event of any private or public sale of all or any portion of the DIP Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the DIP Term Agent at any time prior to the date upon which the Discharge of DIP Term Obligations shall have occurred (and irrespective of whether an Event of Default has occurred), the DIP ABL Agent agrees, on behalf of itself and the DIP ABL Lenders, that so long as the net cash proceeds of any such sale are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such DIP Term Priority Collateral securing the DIP ABL Obligations. In furtherance thereof, the DIP ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the DIP Term Agent in connection therewith, so long as the net cash proceeds from such sale or other disposition of such DIP Term Priority Collateral are applied in accordance with the terms of this Agreement. The DIP ABL Agent hereby appoints the DIP Term Agent and any officer or duly authorized person of the DIP Term Agent, with full power of substitution, as its true and lawful attorney-in- NYDOCS02/867883.5 18 fact with full irrevocable power of attorney in the place and stead of the DIP ABL Agent and in the name of the DIP ABL Agent or in the DIP Term Agent’s own name, from time to time, in the DIP Term 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 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).

Release of Liens. If xviii) Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent hereunder have been met, the Issuer and the Guarantors will be entitled to the release of assets included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Issuer’s sole cost and expense, under any Grantor one or more of the following circumstances: (1) subject to the following paragraph, upon the Discharge of Senior Lender Claims and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); NY1:1657728.6 S- provided, however, that if the Issuer or any ABL Secured Party delivers notice Guarantor subsequently incurs First Priority Lien Obligations that are secured by Liens on property or assets of the Issuer or any Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of Permitted Liens, then the Issuer and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Securities, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be Second Priority Liens on the Collateral that:securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuer to hold the Second Priority Liens for the benefit of the holders of the Securities and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; (A2) such specified Common Collateral is sold, transferred to enable the Issuer or otherwise disposed of (a “Disposition”) by any Guarantor to consummate the owner disposition of such Common Collateral property or assets to the extent not prohibited under Section 4.06; (3) in the case of a transaction permitted under Guarantor that is released from its Guarantee with respect to the ABL Credit Agreement Securities, the release of the property and the New First Lien Agreementassets of such Guarantor; or (B4) as described under Article 9. If an Event of Default under the ABL Secured Parties are releasing or have released their Indenture exists on the date of Discharge of Senior Lender Claims, the Second Priority Liens on such Common the Collateral securing the Securities will not be released, except to the extent the Collateral or any portion thereof was disposed of in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect order to such Common repay the First Priority Lien Obligations secured by the Collateral, then and thereafter the Liens upon such Common Collateral securing New Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Securities and Other Second-Lien Obligations) will have the right to direct the First Lien Obligations will automatically be released and discharged as and when, Agent to foreclose upon the Collateral (but only to the extent, in such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)event, the Liens on any Common the Collateral disposed securing the Securities will be released when such Event of in connection with an Exercise Default and all other Events of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied Default under the Indenture cease to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1exist). Upon delivery to the New First Lien receipt of an Officers’ Certificate from the Issuer, as described above, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent of a notice from shall execute, deliver or acknowledge such instruments or releases to evidence the ABL Collateral Agent stating that any such release of Liens securing any Collateral permitted to be released pursuant to this Indenture or supporting the ABL Obligations has become effective (Security Documents or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to The Borrower and the New First Lien Collateral Agent with respect to any specified Common Collateral Required Lenders hereby agree that: (Aa) contemporaneously with the closing of the Proposed SHM Facility Sale, pursuant to Section 7.02 of each of the applicable Mortgages, the Ventas Florida Facilities and the Owned Facilities shall be deemed to have been automatically released from the Lien of such specified Common Collateral is sold, transferred Mortgage; provided that such releases shall not extend to any cash or otherwise disposed of (a “Disposition”) other proceeds received by the owner Borrower or any of its Restricted Subsidiaries in connection with the consummation of any such Common Collateral in a transaction permitted under transaction; (b) contemporaneously with the ABL closing of the Proposed SHM Personal Property Sale and the Proposed SHM Accounts Sale, pursuant to Section 2.18 of the Credit Agreement and Section 5(j) and Section 18 of the New First Lien Security Agreement, the property sold pursuant to the Proposed SHM Personal Property Sale and the Accounts sold pursuant to the Proposed SHM Accounts Sale shall, in each case, be deemed to have been automatically released from the Security Interests of the Security Agreement; or (B) provided that such releases shall not extend to any cash or other proceeds received by the ABL Secured Parties are releasing Borrower or have released their Liens on such Common Collateral any of its Restricted Subsidiaries in connection with a Disposition the consummation of any such transaction; (c) contemporaneously with the closing of the Proposed SLTCM Facility Sale, pursuant to Section 7.02 of the applicable Mortgage, the Ventas Texas Facility shall be deemed to have been automatically released from the Lien of such Mortgage; provided that such release shall not extend to any cash or other proceeds received by the Borrower or any of its Restricted Subsidiaries in connection with an Exercise the consummation of Secured Creditor Remedies any such transaction; (d) contemporaneously with respect the closing of the Proposed SLTCM Personal Property Sale and the Proposed SLTCM Accounts Sale, pursuant to such Common CollateralSection 2.18 of the Credit Agreement and Section 5(j) and Section 18 of the Security Agreement, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only property sold pursuant to the extentProposed SLTCM Personal Property Sale and the Accounts sold pursuant to the Proposed SLTCM Accounts Sale shall, such Liens on such Common Collateral securing ABL Obligations are in each case, be deemed to have been automatically released and discharged (from the Security Interests of the Security Agreement; provided that in such releases shall not extend to any cash or other proceeds received by the case Borrower or any of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of its Restricted Subsidiaries in connection with an Exercise the consummation of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to such transaction; and (e) the respective Liens securing New First Lien Obligations Administrative Agent and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that are authorized and directed to (i) execute and deliver all release documents reasonably requested and which are reasonably satisfactory to it to evidence any such release (without the requirement of Liens securing or supporting the ABL Obligations has become effective consent from any Lender) and (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 take any and all appropriate action and to ii) execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraphconsents, including any financing statements, endorsements, assignments, releases agreements or other documents or instruments requested and which are reasonably satisfactory to it to give effect to the Ventas Facilities Purchase and the Proposed Master Lease Amendments (without the requirement of transfer (which appointmentconsent from any Lender), being coupled with an interestin each case, is irrevocable)all at the Borrower's sole cost and expense.

Release of Liens. If at (1) In the event of any time any Grantor private or public sale or other disposition of all or any ABL Secured Party delivers notice portion of the Collateral by Senior Lien Agent after the occurrence and during the continuance of a Senior Lien Default (and prior to the New First date upon which the Discharge of Senior Lien Indebtedness shall have occurred) in connection with the liquidation by Senior Lien Agent of all or any material portion of the Collateral and the collection by Senior Lien Agent with respect of the Senior Lien Indebtedness through the sale or other disposition of such Collateral (whether prior to or after the occurrence of an Insolvency Proceeding) (any specified Common Collateral that: (A) such specified Common Collateral is soldsale or other disposition, transferred or otherwise disposed of (a “DispositionSenior Lien Lender Sale”) by the owner ), then Junior Lien Agent, on behalf of such Common Collateral in a transaction permitted under the ABL Credit Agreement itself and the New First Junior Lien AgreementLenders, agrees that such Senior Lien Lender Sale will be free and clear of the Liens securing the Junior Lien Indebtedness (and, if the Senior Lien Lender Sale includes Equity Interests in any Obligor, Junior Lien Agent, on behalf of itself and the Junior Lien Lenders, further agrees to release the entities whose Equity Interests are sold from all Junior Lien Indebtedness); or provided that (Bx) Senior Lien Agent and the ABL Secured Parties are releasing or have released Senior Lien Lenders also release their Liens on such Common Collateral (and, if the Senior Lien Lender Sale includes Equity Interests in any Obligor, the entities whose Equity Interests are sold from all Senior Lien Indebtedness), (y) the Proceeds of any such Senior Lien Lender Sale are applied in accordance with Section 9, and (z) Senior Lien Agent shall have conducted such Senior Lien Lender Sale in a commercially reasonable manner and in accordance with the UCC. (2) In the event of any private or public sale or other disposition of all or substantially all of the Collateral by any Obligor with the consent of Senior Lien Agent after the occurrence and during the continuance of a Senior Lien Default (and prior to the date upon which the Discharge of Senior Lien Indebtedness shall have occurred), which sale or other disposition is conducted by such Obligor with the consent of Senior Lien Agent (any such sale or other disposition, a “Forced Obligor Sale”), then Junior Lien Agent, on behalf of itself and the Junior Lien Lenders, agrees that such Forced Obligor Sale will be free and clear of the Liens securing the Junior Lien Indebtedness (and, if the Forced Obligor Sale includes Equity Interests in any Obligor, Junior Lien Agent, on behalf of itself and the Junior Lien Lenders, further agrees to release the entities whose Equity Interests are sold from all Junior Lien Indebtedness); provided that (x) Senior Lien Agent and the Senior Lien Lenders also release their Liens on such Collateral (and, if the Forced Obligor Sale includes Equity Interests in any Obligor, the entities whose Equity Interests are sold from all Senior Lien Indebtedness), (y) the Proceeds of any such Forced Obligor Sale are applied in accordance with Section 9 (as if it were Proceeds received in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies Remedies), and (z) the Obligor conducting such Forced Obligor Sale shall have conducted such Forced Obligor Sale in a commercially reasonable manner as if such Forced Obligor Sale were being conducted by a secured creditor in accordance with respect the UCC. (3) Junior Lien Agent agrees that, in connection with any Senior Lien Lender Sale or Forced Obligor Sale, upon the prior written request of Senior Lien Agent (which request shall specify the proposed terms of the sale and the type and amount of consideration to such Common Collateralbe received in connection therewith), then it will execute and/or file any and all Lien releases or other documents reasonably requested by Senior Lien Agent in connection therewith (copies of which are provided to Junior Lien Agent) without recourse, representation or warranty and at the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and whensole expense of the Obligors; provided, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged that (provided that w) in the case of clause (B) of this Section 2.4(b)a Senior Lien Lender Sale, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies no such release documents shall be automatically released but delivered to any proceeds thereof not applied Obligor, (x) in the case of a Forced Obligor Sale, no such release documents shall be delivered to repay ABL Obligations any Obligor unless Senior Lien Agent has delivered its release documents to such Obligor, (y) no such release documents shall be delivered to Junior Lien Agent for execution more than 5 days prior to the anticipated closing date of such sale or disposition, and (z) the effectiveness of any such release or termination by Junior Lien Agent shall be subject to the respective Liens securing New First Lien Obligations sale or other disposition of the Collateral described in such request and on the terms described in such request or on substantially similar terms and shall be applied pursuant lapse in the event such sale or other disposition does not occur within 10 days of the anticipated closing date (at which time Senior Lien Agent or the Obligors, as the case may be, shall promptly return all release documents to Section 4.1Junior Lien Agent). Upon delivery Subject to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney proviso in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien Collateral Agent or in the ABL Collateral Agent’s own name, from time to timeimmediately preceding sentence, in the ABL Collateral Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, event that Junior Lien Agent fails to take so execute or file 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, such Lien releases or other documents within 5 Business Days after receipt of written request from Senior Lien Agent, the Senior Lien Agent is hereby irrevocably authorized to execute and/or file such Lien releases and other documents (provided that such Lien releases and other documents shall not be filed or instruments of transfer (which appointment, being coupled recorded except substantially contemporaneous with an interest, is irrevocablesuch sale or disposition or until such sale or disposition has been consummated).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an 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 such Common Collateralthe ABL Priority Collateral so sold, then transferred, disposed or released shall terminate and be automatically unconditionally and simultaneously released without further action. In furtherance of, and subject to, the Liens upon such Common Collateral securing New foregoing, the First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Notes Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shallagrees, at the Company’s Credit Parties’ expense, that it will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reason ably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Collateral Notes Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New such First Lien Collateral Notes Agent and in the name of the New such First Lien Collateral Notes 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 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). All proceeds realized from any such sale or disposition shall be applied to the ABL Obligations or the First Lien Notes Obligations in accordance with the terms of this Agreement. (i) In the event of (A) any private or public sale of all or any portion of the First Lien Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the First Lien Notes 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 First Lien Notes 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 First Lien Notes Documents and the ABL Documents, the ABL Agent agrees, on behalf of itself and the ABL Secured Parties, that such sale, transfer, other disposition or release will be free and clear of the Liens on such First Lien Notes Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the First Lien Notes 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 ABL Agent agrees, at the Credit Parties’ expense, that it will promptly execute any and all Lien releases or other documents reasonably requested by the First Lien Notes Agent in connection therewith. The ABL Agent hereby appoints the First Lien Notes Agent and any officer or duly authorized person of the First Lien Notes 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 ABL Agent and in the name of the ABL Agent or in the First Lien Notes Agent’s own name, from time to time, in the First Lien Notes 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 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). All proceeds realized from any such sale or disposition shall be applied to the ABL Obligations or the First Lien Notes Obligations in accordance with the terms of this Agreement.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to the consent of the 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 Common 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, then which release under clause (C) shall have been approved by the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and whenRequisite ABL Holders, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent occurring prior to the Discharge of this Section 2.4(bABL 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 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 any Common 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 of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but 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 thereof not of any such sale, if any, described in clause (A) above are applied to repay as provided in Section 4.1 hereof and there is a corresponding release of the Liens securing the ABL Obligations shall Obligations) such sale, transfer, disposition or release will be subject 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 respective Liens securing New First Lien Obligations ABL Priority Collateral so sold, transferred, disposed or released shall terminate and shall be applied pursuant to Section 4.1)automatically released without further action. Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)In furtherance of, and subject to, the New First foregoing, each of the [Term Loan] Agent and any Additional [Term] Agent agrees that it will execute any and all Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent Representative in connection with such releasetherewith. The New First Lien Collateral Each of the [Term Loan] Agent and any Additional [Term] Agent hereby appoints the ABL Collateral Agent Representative and any officer or duly authorized person of the ABL Collateral AgentRepresentative, 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 New First Lien Collateral Agent such Party and in the name of the New First Lien Collateral Agent such Party or in the ABL Collateral AgentRepresentative’s own name, from time to time, in the ABL Collateral AgentRepresentative’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). (ii) In the event of (A) any private or public sale of all or any portion of the [Term Loan] Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the [Term Loan] Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the [Term Loan] 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 [Term Loan] Priority Collateral Documents or (C) the release of the [Term Loan] Collateral Secured Parties’ Liens on all or any portion of the [Term Loan] Priority Collateral, which release under clause (C) shall have been approved by the Requisite [Term] Holders, in the case of clauses (B) and (C) only to the extent occurring prior to the Discharge of [Term Loan] Collateral Obligations and not in connection with a Discharge of [Term Loan] Collateral Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL 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 [Term Loan] Obligations and any Additional [Term] Obligations) such sale or release will be free and clear of the Liens on such [Term Loan] Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the [Term Loan] 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 Lien releases or other documents reasonably requested by the [Term Loan] Collateral Representative in connection therewith. The ABL Agent hereby appoints the [Term Loan] Collateral Representative and any officer or duly authorized person of the [Term Loan] 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 [Term Loan] Collateral Representative’s own name, from time to time, in the [Term Loan] 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).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice (a) The Banks hereby agree to execute (i) a Release of Liens (the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “DispositionRelease”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case form attached hereto as Exhibit A releasing the liens and security interests granted by Mississippi Potash, Inc. and Xxxx Xxxxxx, Inc. (the “Sellers”) in certain of clause Sellers’ assets being sold (Bthe “Sold Assets”) pursuant to that Asset Purchase Agreement dated as of this Section 2.4(bNovember 26, 2003, between Sellers and Intrepid Mining NM, LLC, a New Mexico limited liability company, and XX Xxxxxx LLC, a New Mexico limited liability company (collectively, the “Buyers”), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall as such agreement may be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien Collateral Agent or in the ABL Collateral Agent’s own name, amended from time to timetime (the “Purchase Agreement”), and pursuant to that Order Authorizing Sale of Transferred Assets Free and Clear of Liens, Claims and Interests and Assumption and Assignment of Executory Contracts in Connection Therewith (Potash), dated February 12, 2004, by Xxxxxx Xxxxxxxxx, United States Bankruptcy Judge, and (ii) such instruments (the ABL Collateral 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 “Lien Release Instruments”) as may be necessary or desirable reasonably appropriate to accomplish evidence or effect the purposes releases of this paragraphliens and security interests under the Release and in a form reasonably acceptable to Lenders, including without limitation UCC-3 Financing Statements in the form attached hereto as Exhibit B (the “UCC-3s”) and any financing statementsinstruments necessary to release liens encumbering real property. When necessary, endorsementsthe Lien Release Instruments shall be in such form as may be properly recorded in the applicable public records of any governmental authority where such Lien Release Instruments would be filed for the purpose of giving public notice of the foregoing release of liens. The Banks authorize Sellers to file the UCC-3s in the appropriate public records to evidence the release of liens and security interests contemplated herein. In connection with the foregoing authorization, assignmentsthe Sellers are permitted to authorize the Buyers to file the UCC-3s on Sellers’ behalf. (b) The Banks, releases at MCC’s expense, shall execute the Release and the Lien Release Instruments upon MCC’s request and shall deliver the executed Release and Lien Release Instruments to MCC’s lawyers to be held in escrow pending the consummation of the sale under the Purchase Agreement. Banks shall release such documents from escrow upon (i) the receipt by wire transfer of immediately available funds of Bank’s pro rata share of Net Cash Proceeds from the sale under the Purchase Agreement in an aggregate amount not less than $20,000,000, and (ii) the oral, written, or electronic mail confirmation by Bank’s lawyers to MCC’s lawyers of Banks’ receipt of such funds. If Banks do not receive such funds by 5:00 p.m. Chicago, Illinois time on March 3, 2004, the documents delivered into escrow shall be immediately returned to Banks’ attorney or otherwise handled as so instructed by Banks’ attorney. (c) MCC and each Guarantor acknowledges that neither (i) the foregoing release of liens, (ii) the execution of the Release, (iii) the execution of the Lien Release Instruments, or (iv) the execution of any other documents instrument necessary or instruments appropriate to effect or evidence the release of transfer (guaranties and the release of liens and security interest contemplated herein will, by their execution, impair or affect their respective obligations under the DIP Agreement or any other Loan Document to which appointment, being coupled with an interest, is irrevocable)they may be a party.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by the ABL Agent or by the ABL Obligors with the consent of the 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 Term Documents (without giving effect to any amendments to the Term Documents which add further restrictions to dispositions beyond those which are in effect on the date hereof) or consented to by the requisite ABL Lenders and the requisite Term Lenders, the Term Agent agrees, on behalf of itself and the Term Credit Parties 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 Credit Parties’ Liens with respect to such Common Collateralthe ABL Priority Collateral so sold, then the Liens upon such Common Collateral securing New First Lien Obligations will transferred, or disposed shall terminate and be deemed automatically be released and discharged as without further action concurrently with, and when, but only to the extentsame extent as, such the release and discharge of the ABL Secured Parties’ Liens on such Common ABL Priority Collateral; provided, that the Liens of the Parties shall attach to the proceeds of any such disposition of the ABL Priority Collateral securing with the same relative priority as the Liens which attached to the ABL Obligations are Priority Collateral so released and discharged (provided that in the case of clause (B) of this Section 2.4(b)discharged. In furtherance of, and subject to, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)foregoing, the New First Lien Collateral Term Agent shall, at the Company’s expense, agrees that it will promptly execute any and deliver such instrumentsall Lien releases, releasesdischarges, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Collateral Term Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Term Agent and in the name of the New First Lien Collateral Term Agent or in the ABL Collateral Agent’s own namenames, from time to time, in the ABL Collateral 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 accomplish the purposes of this paragraph, including any financing statements, termination statements, discharges, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). (ii) In the event of (A) any private or public sale of all or any portion of the Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Term Agent, or (B) any sale, transfer or other disposition of all or any portion of the Term Priority Collateral so long as such sale, transfer or other disposition is then permitted by the Term Documents and the ABL Documents (without giving effect to any amendments to the ABL Documents which add further restrictions to dispositions beyond those which are in effect on the date hereof) or consented to by the requisite Term Lenders or the requisite ABL Lenders, as applicable, the ABL Agent agrees, on behalf of itself and the ABL Lenders, that, subject to Section 3.5 hereof, such sale, transfer or disposition will be free and clear of the Liens on such Term Priority Collateral securing the ABL Obligations and the ABL Agent’ and the ABL Secured Parties’ Liens with respect to the Term Priority Collateral so sold, transferred, or disposed shall terminate and be deemed automatically released and discharged without further action concurrently with, and to the same extent as, the release and discharge of the Term Credit Parties’ Liens on such Term Priority Collateral; provided, that the Liens of the Parties shall attach to the proceeds of any such disposition of the Term Priority Collateral with the same relative priority as the Liens which attached to the Term Priority Collateral so released and discharged. In furtherance of, and subject to, the foregoing, the ABL Agent agrees that it will promptly execute any and all Lien releases, discharges, termination statements or other documents reasonably requested by the Term Agent in connection therewith. The ABL Agent hereby appoints the Term Agent and any officer or duly authorized person of the Term Agent, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the ABL Agent and in the name of the ABL Agent or in the Term Agent’s own name, from time to time, in the Term 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 accomplish the purposes of this paragraph, including any financing statements, termination statements, discharges, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. If at (1) In the event of any time any Grantor private or public sale or other disposition of all or any ABL Secured Party delivers notice portion of the Collateral by the First Lien Agent after the occurrence and during the continuance of a First Lien Default (and prior to the New date upon which the Discharge of Priority First Lien Indebtedness shall have occurred) in connection with the liquidation by the First Lien Agent of all or a material portion of the Collateral and the collection by the First Lien Agent with respect to of the First Lien Indebtedness through the sale or other disposition of such Collateral (any specified Common Collateral that: (A) such specified Common Collateral is soldsale or other disposition, transferred or otherwise disposed of (a “DispositionFirst Lien Lender Sale”), the Second Lien Agent agrees that such First Lien Lender Sale will be free and clear of the Liens securing the Second Lien Indebtedness (and, if the First Lien Lender Sale includes Equity Interests in any Obligor, the Second Lien Agent further agrees to release the entities whose Equity Interests are sold from all Second Lien Indebtedness); provided that (x) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement First Lien Agent and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released Lenders also release their Liens on such Common Collateral (and, if the First Lien Lender Sale includes Equity Interests in any Obligor, releases the entities whose Equity Interests are sold from all of the First Lien Indebtedness), (y) the Proceeds of any such First Lien Lender Sale are applied in accordance with Section 7.b, and (z) the First Lien Agent shall have conducted such First Lien Lender Sale in a commercially reasonable manner (it being understood that if the First Lien Agent complies with the UCC, in connection with delivery of notice in connection therewith, such notice is deemed to be sent within a Disposition commercially reasonable time before such First Lien Lender Sale). (2) The Second Lien Agent agrees that, in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New any First Lien Obligations Lender Sale meeting the conditions set forth in Section 2.e(1), upon the prior written request of the First Lien Agent (which request shall specify the proposed terms of the sale and the type and amount of consideration to be received in connection therewith), it will automatically be released execute or file any and discharged as and when, but only to all Lien releases or other documents reasonably requested by the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (First Lien Agent in connection therewith; provided that (x) in the case of clause (B) of this Section 2.4(b)a First Lien Lender Sale, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies no such release documents shall be automatically released but delivered to any proceeds thereof not applied Obligor, (y) no such release documents shall be delivered more than 5 Business Days prior to repay ABL Obligations the anticipated closing date of such sale or disposition, and (z) the effectiveness of any such release or termination by the Second Lien Agent shall be subject to the respective Liens securing New sale or other disposition of the Collateral described in such request on the terms described in such request or on substantially similar terms and shall lapse in the event such sale or other disposition does not occur within 10 days of the anticipated closing date (at which time the First Lien Obligations and Agent or the Obligors, as the case may be, shall be applied pursuant promptly return all release documents to Section 4.1the Second Lien Agent). Upon delivery Subject to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney proviso in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien Collateral Agent or in the ABL Collateral Agent’s own name, from time to timeimmediately preceding sentence, in the ABL Collateral Agent’s sole discretion, for event that the purposes of carrying out the terms of this paragraph, Second Lien Agent fails to take so execute or file 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, such Lien releases or other documents within 5 Business Days after receipt of written request from the First Lien Agent, the First Lien Agent is hereby irrevocably authorized to execute or instruments of transfer (which appointment, being coupled with an interest, is irrevocable)file such Lien releases and other documents.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by the ABL Agent 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 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 such Common Collateralthe ABL Priority Collateral so sold, then the Liens upon such Common Collateral securing New First Lien Obligations will transferred, or disposed shall terminate and be automatically be released without further action concurrently with, and discharged as and when, but only to the extentsame extent as, such the release of the ABL Secured Parties’ Liens on such Common Collateral securing ABL Obligations are released Priority Collateral. In furtherance of, and discharged (provided that in the case of clause (B) of this Section 2.4(b)subject to, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)foregoing, the New First Lien Collateral Term Agent shall, at the Company’s expense, agrees that it will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Collateral Term Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Term Agent and in the name of the New First Lien Collateral Term 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 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). (ii) In the event of (A) any private or public sale of all or any portion of the Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Term 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 Term 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 Term Documents or consented to by the requisite Term Lenders, irrespective of whether an Event of Default has occurred, the ABL Agent agrees, on behalf of itself and the ABL Lenders, that such sale, transfer or disposition will be free and clear of the Liens on such Term 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, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the Term Secured Parties’ Liens on such Term Priority Collateral. In furtherance of, and subject to, the foregoing, the ABL Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the Term Agent in connection therewith. The ABL Agent hereby appoints the Term Agent and any officer or duly authorized person of the Term 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 ABL Agent and in the name of the ABL Agent or in the Term Agent’s own name, from time to time, in the Term 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 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).

Release of Liens. If If, at any time any Grantor or any ABL First Lien Secured Party delivers notice to the New First Subordinated Lien Collateral Agent Agents with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement First Lien Documents, the Second Lien Documents and the New First Third Lien AgreementDocuments; or (B) the ABL First Lien Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral; or (C) the Liens securing the First Lien Obligations thereon are otherwise released as permitted by the First Lien Documents or by the First Lien Collateral Agent on behalf of the First Lien Secured Parties (unless, in the case of clause (B) or (C) of this Section 2.4(b) such release occurs in connection with, and after giving effect to, a Discharge of First Lien Obligations which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Common Collateral by the First Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies, a “Payment Discharge”)), then the Liens upon such Common Collateral (and any other Common Collateral where notice of a Disposition is not required) securing New First Subordinated Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL First Lien Obligations are released and discharged (provided that in the case of clause (B) or (C) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies thereon shall be automatically released but any proceeds thereof not applied to repay ABL First Lien Obligations shall be subject to the respective Liens securing New First Subordinated Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Subordinated Lien Collateral Agent Agents of a notice from the ABL First Lien Collateral Agent stating that any such release of Liens securing or supporting the ABL First Lien Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of effective, each such notice), the New First Subordinated Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL First Lien Collateral Agent in connection with such release. The New First Each Subordinated Lien Collateral Agent hereby appoints the ABL First Lien Collateral Agent and any officer or duly authorized person of the ABL First Lien Collateral 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 New First such Subordinated Lien Collateral Agent and in the name of the New First such Subordinated Lien Collateral Agent or in the ABL First Lien Collateral Agent’s own name, from time to time, in the ABL First Lien Collateral 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 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).

Release of Liens. If If, at any time any Grantor or any ABL Secured Party delivers notice to the New First Lien Notes Collateral Agent with respect to any specified Common Intercreditor Collateral that: (A) such specified Common Intercreditor Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Intercreditor Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien AgreementIndenture; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Intercreditor Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Intercreditor Collateral, then the Liens upon such Common Intercreditor Collateral securing New First Lien Notes Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Intercreditor Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Intercreditor Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien se curing Notes Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Notes Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Notes Collateral Agent’s receipt of Agent releasing its Liens on such noticecollateral), together with the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming effecting or evidencing such release on customary terms, (which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien ), the Notes Collateral Agent hereby appoints shall, at the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral AgentCompany’s expense, 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 New First Lien Collateral Agent and in the name of the New First Lien 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 take any and all appropriate action and to promptly execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraphsuch instruments, including any financing statementsreleases, endorsements, assignments, releases termination statements or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable)documents.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an 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 such Common Collateralthe ABL Priority Collateral so sold, then transferred, disposed or released shall terminate and be automatically unconditionally and simultaneously released without further action. In furtherance of, and subject to, the Liens upon such Common Collateral securing New foregoing, the First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Notes Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shallagrees, at the Company’s Credit Parties’ expense, that it will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Collateral Notes Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New such First Lien Collateral Notes Agent and in the name of the New such First Lien Collateral Notes 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 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). All proceeds realized from any such sale or disposition shall be applied to the ABL Obligations or the First Lien Notes Obligations in accordance with the terms of this Agreement. (ii) In the event of (A) any private or public sale of all or any portion of the Non-ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the First Lien Notes 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 Non-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 First Lien Notes Documents and the ABL Documents, the ABL Agent agrees, on behalf of itself and the ABL Secured Parties, that such sale, transfer, other disposition or release will be free and clear of the Liens on such Non-ABL Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Non-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 ABL Agent agrees, at the Credit Parties’ expense, that it will promptly execute any and all Lien releases or other documents reasonably requested by the First Lien Notes Agent in connection therewith. The ABL Agent hereby appoints the First Lien Notes Agent and any officer or duly authorized person of the First Lien Notes 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 ABL Agent and in the name of the ABL Agent or in the First Lien Notes Agent’s own name, from time to time, in the First Lien Notes 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 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). All proceeds realized from any such sale or disposition shall be applied to the ABL Obligations or the First Lien Notes Obligations in accordance with the terms of this Agreement.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (1) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common the consent of the 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 Liens upon 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 Common Collateral securing New First Lien Obligations will automatically be released and discharged release shall have been approved by the requisite ABL Lenders (as and when, but only determined pursuant to the extentABL Documents), such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent prior to the date upon which the Discharge of this Section 2.4(bABL 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 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 any Common 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 of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but 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 proceeds thereof not of any such sale, if any, described in clause (A) above are applied to repay as provided in Section 4.1 hereof, such sale will be free and dear of the Liens on such ABL Obligations shall be subject Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the respective Liens securing New First Lien Obligations ABL Priority Collateral so sold, transferred, disposed or released shall terminate and shall be applied pursuant to Section 4.1)automatically released without further action. Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)In furtherance of, and subject to, the New First foregoing, each of the Cash Flow Agent and any Additional Agent agrees that it will execute any and all Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral Each of the Cash Flow Agent and any Additional Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent such Party and in the name of the New First Lien Collateral Agent such Party 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 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 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). (2) In the event of (A) any private or public sale of all or any portion of the Cash Flow Facilities Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Cash Flow Agent, (B) any sale, transfer or other disposition of all or any portion of the Cash Flow Facilities Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Cash Flow Documents or (C) the release of the Cash Flow Secured Parties’ Lien on all or any portion of the Cash Flow Facilities Priority Collateral, so long as such release shall have been approved by the requisite Cash Flow Lenders (as determined pursuant to the Cash Flow Documents), in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of Cash Flow Obligations shall have occurred and not in connection with a Discharge of Cash Flow Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL Lenders, 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 Cash Flow Facilities Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Cash Flow Facilities 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 Lien releases or other documents reasonably requested by the Cash Flow Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition described in clause (A) above of such Cash Flow Facilities Priority Collateral are applied in accordance with the terms of this Agreement. The ABL Agent hereby appoints the Cash Flow Agent and any officer or duly authorized person of the Cash Flow 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 ABL Agent and in the name of the ABL Agent or in the Cash Flow Agent’s own name, from time to time, in the Cash Flow 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 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). (3) In the event of (A) any private or public sale of all or any portion of the Cash Flow Facilities Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of any Additional Agent, (B) any sale, transfer or other disposition of all or any portion of the Cash Flow Facilities Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Additional Documents or (C) the release of the applicable Additional Secured Parties’ Lien on all or any portion of the Cash Flow Facilities Priority Collateral, so long as such release shall have been approved by the requisite Additional Creditors (as determined pursuant to the applicable Additional Documents), in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of Additional Obligations shall have occurred and not in connection with a Discharge of Additional Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL Lenders, 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 Cash Flow Facilities Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Cash Flow Facilities 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 Lien releases or other documents reasonably requested by any Additional Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition described in clause (A) above of such Cash Flow Facilities Priority Collateral are applied in accordance with the terms of this Agreement. The ABL Agent hereby appoints any Additional Agent and any officer or duly authorized person of such Additional 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 ABL Agent and in the name of the ABL Agent or in such Additional Agent’s own name, from time to time, in such Additional 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 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).

Release of Liens. If (a) Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time any Grantor or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. Upon the request of the Issuers pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, the Issuers and the Guarantors will be entitled to a release of assets included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Issuers’ sole cost and expense, under one or more of the following circumstances: (1) if all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder) are released; provided, however, that if the Issuers or any ABL Secured Party delivers notice Guarantor subsequently Incurs First Priority Lien Obligations that are secured by liens on property or assets of the Issuers or any Guarantor of the type constituting the Collateral and the related Liens are Incurred in reliance on clause (6)(C) of the definition of Permitted Liens, then the Company and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Securities, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be second priority Liens on the Collateral that:securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Company to hold the second priority Liens for the benefit of the holders of the Securities and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; (A2) such specified Common Collateral is sold, transferred to enable the Issuers or otherwise disposed of (a “Disposition”) by any Guarantor to consummate the owner disposition of such Common Collateral property or assets to the extent not prohibited under Section 4A.06 or Section 4B.06, as applicable; (3) in the case of a transaction permitted under Guarantor that is released from its Note Guaranty with respect to the ABL Credit Agreement Securities, the release of the property and the New First Lien Agreementassets of such Guarantor; or (B4) as described under Article 9. If an Event of Default under this Indenture exists on the ABL Secured Parties date on which the First Priority Lien Obligations are releasing or have released their repaid in full and terminated (including all commitments and letters of credit thereunder), the Second Priority Liens on such Common the Collateral securing the Securities will not be released, except to the extent the Collateral or any portion thereof was disposed of in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect order to such Common repay the First Priority Lien Obligations secured by the Collateral, then and thereafter the Liens Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Securities and Other Second-Lien Obligations) will have the right to direct the Intercreditor Agent to foreclose upon the Collateral (but in such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)event, the Liens on any Common the Collateral disposed securing the Securities will be released when such Event of in connection with an Exercise Default and all other Events of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied Default under this Indenture cease to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1exist). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)Officers’ Certificate and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the New First Lien Collateral Agent shallshall execute, at deliver or acknowledge such instruments or releases to evidence the Company’s expenserelease of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. (b) Except as otherwise provided in the Intercreditor Agreement, promptly execute no Collateral may be released from the Lien and deliver such instrumentssecurity interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.04, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical dated not more than five days prior to the comparable instruments, releases and termination statements executed by date of the ABL Collateral Agent in connection with application for such release. The New First Lien Collateral Agent hereby appoints , has been delivered to the ABL Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent). (c) At any officer time when a Default or duly authorized person Event of Default has occurred and is continuing and the maturity of the ABL Securities has been accelerated (whether by declaration or otherwise) and the Trustee (if not then the Collateral Agent) has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If If, at any time any Grantor or any ABL Secured Party delivers notice to the New First Lien Collateral Agent each Junior Priority Representative with respect to any specified Common Intercreditor Collateral that: (A) such specified Common Intercreditor Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Intercreditor Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien AgreementJunior Priority Debt Documents; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Intercreditor Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Intercreditor Collateral, then the Liens upon such Common Intercreditor Collateral securing New First Lien Junior Priority Debt Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Intercreditor Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall shall, to the extent constituting Intercreditor Collateral, be subject to the respective Liens securing New First Lien any Junior Priority Debt Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent Junior Priority Representatives of a written notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt Junior Priority Representatives releasing each of their Liens on such noticeIntercreditor Collateral), the New First Lien Collateral Agent Junior Priority Representatives shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent Each Junior Priority Representative hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent such Junior Priority Representative and in the name of the New First Lien Collateral Agent such Junior Priority Representative 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 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).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to The Borrower and the New First Lien Collateral Agent with respect to any specified Common Collateral Required Lenders hereby agree that: (Aa) contemporaneously with the closing of the Proposed SHM Facility Sale, pursuant to Section 7.02 of each of the applicable Mortgages, the Ventas Florida Facilities and the Owned Facilities shall be deemed to have been automatically released from the Lien of such specified Common Collateral is sold, transferred Mortgage; provided that such releases shall not extend to any cash or otherwise disposed of (a “Disposition”) other proceeds received by the owner Borrower or any of its Restricted Subsidiaries in connection with the consummation of any such Common Collateral in a transaction permitted under transaction; (b) contemporaneously with the ABL closing of the Proposed SHM Personal Property Sale and the Proposed SHM Accounts Sale, pursuant to Section 2.10 of the Credit Agreement and Section 5(j) and Section 18 of the New First Lien Security Agreement, the property sold pursuant to the Proposed SHM Personal Property Sale and the Accounts sold pursuant to the Proposed SHM Accounts Sale shall, in each case, be deemed to have been automatically released from the Security Interests of the Security Agreement; or (B) provided that such releases shall not extend to any cash or other proceeds received by the ABL Secured Parties are releasing Borrower or have released their Liens on such Common Collateral any of its Restricted Subsidiaries in connection with a Disposition the consummation of any such transaction; (c) contemporaneously with the closing of the Proposed SLTCM Facility Sale, pursuant to Section 7.02 of the applicable Mortgage, the Ventas Texas Facility shall be deemed to have been automatically released from the Lien of such Mortgage; provided that such release shall not extend to any cash or other proceeds received by the Borrower or any of its Restricted Subsidiaries in connection with an Exercise the consummation of Secured Creditor Remedies any such transaction; (d) contemporaneously with respect the closing of the Proposed SLTCM Personal Property Sale and the Proposed SLTCM Accounts Sale, pursuant to such Common CollateralSection 2.10 of the Credit Agreement and Section 5(j) and Section 18 of the Security Agreement, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only property sold pursuant to the extentProposed SLTCM Personal Property Sale and the Accounts sold pursuant to the Proposed SLTCM Accounts Sale shall, such Liens on such Common Collateral securing ABL Obligations are in each case, be deemed to have been automatically released and discharged (from the Security Interests of the Security Agreement; provided that in such releases shall not extend to any cash or other proceeds received by the case Borrower or any of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of its Restricted Subsidiaries in connection with an Exercise the consummation of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to such transaction; and (e) the respective Liens securing New First Lien Obligations Administrative Agent and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that are authorized and directed to (i) execute and deliver all release documents reasonably requested and which are reasonably satisfactory to it to evidence any such release (without the requirement of Liens securing or supporting the ABL Obligations has become effective consent from any Lender) and (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent and in the name of the New First Lien 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 take any and all appropriate action and to ii) execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraphconsents, including any financing statements, endorsements, assignments, releases agreements or other documents or instruments requested and which are reasonably satisfactory to it to give effect to the Ventas Facilities Purchase and the Proposed > Master Lease Amendments (without the requirement of transfer (which appointmentconsent from any Lender), being coupled with an interestin each case, is irrevocable)all at the Borrower's sole cost and expense.

Release of Liens. If (a) Notwithstanding anything to the contrary in the Security Documents, Collateral may be released from the Lien and security interest created by the Security Documents to secure the Notes and obligations under this Indenture at any time or from time to time in accordance with the provisions of the Intercreditor Agreements or as provided hereby. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes, and the applicable Subsidiary Guarantor shall be automatically released from its obligations under this Indenture and the Security Documents, under any Grantor one or more of the following circumstances or any ABL Secured Party delivers notice applicable circumstance as provided in the Intercreditor Agreements or the Security Documents: (1) with respect to the New First RBL Priority Collateral, upon the Discharge of First-Priority Lien Obligations and concurrent release of all other Liens on such property or assets (except cash collateral in respect of any letters of credit) securing First-Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if an Issuer or any Subsidiary Guarantor subsequently incurs First-Priority Lien Obligations that are secured by Liens on property or assets of an Issuer or any Subsidiary Guarantor of the type constituting RBL Priority Collateral and the related Liens are Incurred in reliance on clause (6)(B) or (6)(C) of the definition of “Permitted Liens,” then Holdings and the Subsidiary Guarantors will be required to reinstitute the security arrangements with respect to the RBL Priority Collateral in favor of the Notes, which, in the case of any such subsequent First-Priority Lien Obligations, will be second-priority Liens on the RBL Priority Collateral securing such First-Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First-Priority Lien Obligations, with the second-priority Lien held by the Second Lien Collateral Agent or other representative designated by Holdings to hold the second-priority Liens for the benefit of the holders of the Notes and subject to the Senior Lien Intercreditor Agreement or an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and obligations as afforded under the Senior Lien Intercreditor Agreement; provided, however, that an Issuer will provide the Trustee and Second Lien Collateral Agent under the Collateral Agreements with respect to any specified Common Collateral that:prompt written notification of such reinstitution; (A2) such specified Common Collateral is sold, transferred to enable the Issuers or otherwise disposed of any Subsidiary Guarantor to consummate the disposition (a “Disposition”other than any disposition to an Issuer or another Subsidiary Guarantor) by the owner of such Common Collateral property or assets to the extent not prohibited under Section 4.06; (3) in respect of the property and assets of a transaction permitted Subsidiary Guarantor, (i) upon the designation of such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary”, and such Subsidiary Guarantor shall be automatically released from its obligations hereunder and under the ABL Security Documents or (ii) upon the release of such Subsidiary Guarantee pursuant to Section 12.02(b); (4) in respect of the property and assets of a Subsidiary Guarantor, upon the release or discharge of the guarantee by such Subsidiary Guarantor of the Obligations under the Credit Agreement and or any other Indebtedness which resulted in the New First Lien Agreement; orobligation to become a Subsidiary Guarantor; (B5) in respect of any assets or property constituting RBL Priority Collateral, upon the ABL Secured Parties are releasing release of the security interests in such assets or have released their Liens on such Common Collateral property securing any First-Priority Lien Obligations, other than in connection with a Disposition Discharge of First-Priority Lien Obligations; and (6) as described under Article IX. Notwithstanding the foregoing, if an Event of Default under this Indenture exists on the date of Discharge of First-Priority Lien Obligations, the second-priority Liens on the RBL Priority Collateral securing the Notes will not be released, except to the extent the RBL Priority Collateral or any portion thereof was disposed of in order to repay the First-Priority Lien Obligations secured by the RBL Priority Collateral, and thereafter the Second Lien Agent (or another designated representative appointed pursuant to the terms of the Pari Passu Intercreditor Agreement) will have the right to foreclose or direct the RBL Agent to foreclose upon the RBL Priority Collateral (but in such event, the Liens on the RBL Priority Collateral securing the Notes will be released when such Event of Default and all other Events of Default under this Indenture cease to exist). In addition, (i) the security interests granted pursuant to the Security Documents securing the Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors (as defined in the Collateral Agreement), as of the date when all the Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; and (ii) the security interests granted pursuant to the Security Documents securing the Obligations shall automatically terminate as of the date when the holders of at least two thirds in aggregate principal amount of all Notes issued under this Indenture consent to the termination of the Security Documents. In connection with any termination or release pursuant to this Section 11.04(a), the Second Lien Collateral Agent shall execute and deliver to any Pledgor (as defined in the Collateral Agreement), at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the Second Lien Collateral Agent. In connection with any release pursuant to this Section 11.04(a), the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of an Officers’ Certificate from the Issuers, as described in Section 11.04(b) below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the Second Lien Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreements. (b) Notwithstanding anything herein to the contrary, in connection with an Exercise (x) any release of Secured Creditor Remedies with respect Collateral pursuant to Section 11.04(a)(1), (4) or (6), such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically may not be released from the Lien and discharged as security interest created by the Security Documents and when(y) any release of Collateral pursuant to Section 11.04(a)(2), but only (3) and (5) the Second Lien Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have been met and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the extentSecond Lien Collateral Agent on or prior to the date of such release or, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (By) of this Section 2.4(b)above, the Liens date on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to which the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Second Lien Collateral Agent executes any such instrument. (c) Notwithstanding anything herein to the contrary, at any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice from of acceleration to the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Second Lien Collateral Agent’s receipt , no release of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical pursuant to the comparable instrumentsprovisions of this Indenture or the Security Documents will be effective as against the holders, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral Agent, with full power of substitution, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreements.

Release of Liens. If (a) Notwithstanding anything to the contrary in the Security Documents, Collateral may be released from the Lien and security interest created by the Security Documents to secure the Loans and obligations under this Agreement at any time or from time to time in accordance with the provisions of the Intercreditor Agreements or as provided hereby. The applicable property and assets included in the Collateral shall be automatically released from the Liens securing the Loans, and the applicable Subsidiary Guarantor shall be automatically released from its obligations under this Agreement and the Security Documents, under any Grantor one or more of the following circumstances or any ABL Secured Party delivers notice to applicable circumstance as provided in the New First Lien Collateral Agent Intercreditor Agreements or the Security Documents: (1) with respect to any specified Common Collateral that: (A) such specified Common Collateral is soldRBL Priority Collateral, transferred or otherwise disposed upon the Discharge of (a “Disposition”) by the owner First-Priority Lien Obligations and concurrent release of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their all other Liens on such Common property or assets (except cash collateral in respect of any letters of credit) securing First-Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if the Borrower or any Subsidiary Guarantor subsequently incurs First-Priority Lien Obligations that are secured by Liens on property or assets of the Borrower or any Subsidiary Guarantor of the type constituting the RBL Priority Collateral and the related Liens are incurred in reliance on clause (6)(B) or (6)(C) of the definition of Permitted Liens, then the Borrower and the Subsidiary Guarantors will be required to reinstitute the security arrangements with respect to the RBL Priority Collateral in favor of the Loans, which Liens securing the Loan Obligations will be second priority Liens on the RBL Priority Collateral securing such First-Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First-Priority Lien Obligations, with the second priority Lien held by the Collateral Agent or other representative designated by the Borrower to hold the second priority Liens for the benefit of the Lenders and subject to the Senior Lien Intercreditor Agreement or an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and obligations as afforded under the Senior Lien Intercreditor Agreement; (2) to enable the Borrower and its Subsidiaries to consummate the disposition of such property or assets to a Person that is not the Borrower or a Subsidiary Guarantor to the extent not prohibited under Section 6.06; (3) in respect of the property and assets of a Subsidiary Guarantor, (i) upon the designation of such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 6.04 and the definition of “Unrestricted Subsidiary”, and such Subsidiary Guarantor shall be automatically released from its obligations hereunder and under the Security Documents or (ii) upon the release of such Subsidiary Guarantee pursuant to Section 9.20; (4) in respect of the property and assets of a Subsidiary Guarantor, upon the release or discharge of the guarantee by such Subsidiary Guarantor of the Obligations under the Credit Agreement or any other Indebtedness which resulted in the obligation to become a Subsidiary Guarantor; (5) in respect of any assets or property constituting RBL Priority Collateral, upon the release of the security interests in such assets or property securing any First-Priority Lien Obligations, other than in connection with a Disposition Discharge of First-Priority Lien Obligations; and (6) as provided in connection with Section 9.01. (b) Notwithstanding the foregoing, if an Exercise Event of Secured Creditor Remedies with respect Default exists on the date of Discharge of First-Priority Lien Obligations, the second priority Liens on the RBL Priority Collateral securing the Loans will not be released, except to such Common the extent the RBL Priority Collateral or any portion thereof was disposed of in order to repay the First-Priority Lien Obligations secured by the RBL Priority Collateral, then and thereafter the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only Agent (or another designated representative appointed pursuant to the extent, terms of the Pari Passu Intercreditor Agreement) will have the right to foreclose or direct the RBL Agent to foreclose upon the RBL Priority Collateral (but in such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)event, the Liens on any Common the RBL Priority Collateral disposed securing the Loan Obligations will be released when such Event of in Default and all other Events of Default cease to exist). (c) In connection with an Exercise any termination or release pursuant to this Section 9.19 or a release of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied a Subsidiary Guarantee pursuant to Section 4.1). Upon delivery to 9.20, the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that shall execute and deliver to any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shallCredit Party, at the Companysuch Credit Party’s expense, promptly execute all documents that such Credit Party shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and deliver will duly assign and transfer to such instrumentsCredit Party, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall of the Pledged Collateral (as defined in the Collateral Agreement) that may be substantially identical to in the comparable instruments, releases and termination statements executed by possession of the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer has not theretofore been sold or duly authorized person otherwise applied or released pursuant to this Agreement or the Security Documents. Any execution and delivery of documents pursuant to this Section 9.19 shall be without recourse to or warranty by the ABL Collateral Agent. In connection with any release pursuant to this Section 9.19 or 9.20, 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 New First Lien Collateral Agent and in the name of the New First Lien 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, Credit Party shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Security Documents or the Senior Lien Intercreditor Agreement. The security interests in all Collateral securing the Loans also will be released upon payment in full of the principal of, together with accrued and unpaid interest on, the Loans and all appropriate action other Obligations under this Agreement and the Security Documents that are due and payable at or prior to execute the time such principal, together with accrued 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 unpaid interest, is irrevocable)are paid.

Release of Liens. If (a) Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time any Grantor or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. Upon the request of the Issuers pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, the Issuers and the Guarantors will be entitled to a release of assets included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Issuers’ sole cost and expense, under one or more of the following circumstances: (1) if all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder) are released; provided, however, that if the Issuers or any ABL Secured Party delivers notice Guarantor subsequently Incurs First Priority Lien Obligations that are secured by liens on property or assets of the Issuers or any Guarantor of the type constituting the Collateral and the related Liens are Incurred in reliance on clause (6)(C) of the definition of Permitted Liens, then the Company and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Securities, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be second priority Liens on the Collateral that:securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Company to hold the second priority Liens for the benefit of the holders of the Securities and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; (A2) such specified Common Collateral is sold, transferred to enable the Issuers or otherwise disposed of (a “Disposition”) by any Guarantor to consummate the owner disposition of such Common Collateral property or assets to the extent not prohibited under Section 4.06; (3) in the case of a transaction permitted under Guarantor that is released from its Note Guaranty with respect to the ABL Credit Agreement Securities, the release of the property and the New First Lien Agreementassets of such Guarantor; or (B4) as described under Article 9. If an Event of Default under this Indenture exists on the ABL Secured Parties date on which the First Priority Lien Obligations are releasing or have released their repaid in full and terminated (including all commitments and letters of credit thereunder), the Second Priority Liens on such Common the Collateral securing the Securities will not be released, except to the extent the Collateral or any portion thereof was disposed of in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect order to such Common repay the First Priority Lien Obligations secured by the Collateral, then and thereafter the Liens Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Securities and Other Second-Lien Obligations) will have the right to direct the Intercreditor Agent to foreclose upon the Collateral (but in such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)event, the Liens on any Common the Collateral disposed securing the Securities will be released when such Event of in connection with an Exercise Default and all other Events of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied Default under this Indenture cease to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1exist). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)Officers’ Certificate and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the New First Lien Collateral Agent shallshall execute, at deliver or acknowledge such instruments or releases to evidence the Company’s expenserelease of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. (b) Except as otherwise provided in the Intercreditor Agreement, promptly execute no Collateral may be released from the Lien and deliver such instrumentssecurity interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.04, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical dated not more than five days prior to the comparable instruments, releases and termination statements executed by date of the ABL Collateral Agent in connection with application for such release. The New First Lien Collateral Agent hereby appoints , has been delivered to the ABL Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent). (c) At any officer time when a Default or duly authorized person Event of Default has occurred and is continuing and the maturity of the ABL Securities has been accelerated (whether by declaration or otherwise) and the Trustee (if not then the Collateral Agent) has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to As consideration for the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such Investor’s release of Liens securing or supporting relating to the ABL Obligations has become effective Patent Assets, the Investor agrees as follows (or shall become effective Please Initial One): a. (Initials) Investor agrees to (i) upon receipt of the outstanding principal and accrued interest owing under the Note, such amount to be paid to Investor out of the Escrow Deposit promptly after the closing of the Patent Sale and License, surrender the Note to the Company for cancellation and (ii) upon the New First Lien Collateral Escrow Agent’s receipt of such notice)the Escrow Deposit, execute and deliver the New First Lien Collateral Agent shall, at release of Liens relating to the Patent Assets attached hereto as Exhibit A; or b. (Initials) Investor agrees to (i) upon receipt of the number of shares of the Company’s expensecommon stock (the “Shares”) set forth in this Section 1(b), promptly surrender the Note to the Company for cancellation in exchange for the Company’s agreement to issue to Investor, subject to approval of the Company’s stockholders, the number of Shares equal to 125% of the value of the outstanding principal and accrued interest under the Note, based on the greater of (a) $0.40, (b) the last reported closing sale price of the Company’s common stock on the Nasdaq Capital Market immediately prior to the closing of the Patent Sale and License and (c) the consolidated closing bid price of the Company’s common stock on the Nasdaq Capital Market immediately prior to the closing of the Patent 1 Sale and License and (ii) upon the Escrow Agent’s receipt of the Escrow Deposit, execute and deliver such instruments, releases, termination statements or other documents confirming such the release on customary terms, which instruments, releases and termination statements shall be substantially identical of Liens relating to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person Patent Assets attached hereto as Exhibit A; or c. (Initials) Investor agrees to (i) upon receipt of the ABL Collateral Agentnumber of Shares set forth in this Section 1(c) and the amount of principal and accrued interest set forth in this Section 1(c), with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney surrender the Note to the Company for cancellation in exchange for the place and stead Company’s agreement to (y) pay Investor $ of the New First Lien Collateral Agent outstanding principal and accrued interest under the Note in the name cash out of the New First Lien Collateral Agent or in proceeds of the ABL Collateral Patent Sale and License, such amount to be paid to Investor out of the Escrow Deposit promptly after the closing of the Patent Sale and License and (z) issue to Investor, subject to approval of the Company’s stockholders, the number of Shares equal to 125% of the value of the remaining $ of the outstanding principal and accrued interest under the Note, based on the greater of (1) $0.40, (2) the last reported closing sale price of the Company’s Common Stock on the Nasdaq Capital Market immediately prior to the closing of the Patent Sale and License and (3) the consolidated closing bid price of the Company’s Common Stock on the Nasdaq Capital Market immediately prior to the closing of the Patent Sale and License and (ii) upon the Escrow Agent’s own namereceipt of the Escrow Deposit, from time to time, in the ABL Collateral 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 the release of Liens relating to the Patent Assets attached hereto 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).Exhibit A.

Release of Liens. If (a) Notwithstanding anything to the contrary in the Collateral Agreement and subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents to secure the Notes and obligations under this Indenture at any time or from time to time in accordance with the provisions of the Intercreditor Agreement or as provided hereby. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes, and the applicable Subsidiary Pledgor shall be automatically released from its obligations under this Indenture and the Security Documents, under any Grantor one or any ABL Secured Party delivers notice more of the following circumstances: (1) upon the Discharge of Senior Lender Claims and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if the Issuer or the Parent Guarantor subsequently incurs First Priority Lien Obligations that are secured by Liens on property or assets of the Issuer or the Parent Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of Permitted Liens, then the Issuer and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Notes, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be Second Priority Liens on the Collateral that:securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuer to hold the Second Priority Liens for the benefit of the holders of the Notes and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; provided, however, that the Issuer will provide the Trustee and Collateral Agent under the Collateral Agreement with prompt written notification of such reinstitution; (A2) in respect of the property and assets of a Subsidiary Pledgor, upon the consummation of any transaction permitted by this Indenture as a result of which such specified Common Collateral is sold, transferred Subsidiary Pledgor ceases to be a Subsidiary or otherwise disposed ceases to be a Pledgor (as defined in the Collateral Agreement), and such Subsidiary Pledgor shall be automatically released from its obligations hereunder and under the Security Documents, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Subsidiary Pledgor; (a “Disposition”3) upon any sale or other transfer by the owner Issuer or any Subsidiary Pledgor of such Common any Collateral in a transaction that is permitted under this Indenture to any person that is not the ABL Credit Agreement and the New First Lien Agreement; or Issuer or a Subsidiary Pledgor (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition including in connection with an Exercise Event of Secured Creditor Remedies Loss (as defined in the Collateral Agreement)), or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to this Indenture, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party; (4) as to all or any portion of any Collateral (including any Mortgaged Property), following the delivery of a Project Notice (as defined in the Credit Agreement) to the First Lien Agent that is applicable to all or such portion of the Collateral and Mortgaged Property, in each case upon the release of the security interest securing the Senior Lender Claims in such Collateral or Mortgaged Properties; (5) to enable the Issuer, the Parent Guarantor or any Subsidiary Pledgor to consummate the disposition (other than any disposition to the Issuer or another Subsidiary Pledgor) of such property or assets to the extent not prohibited under Section 4.06, and to enable any release described in Section 7.15(f) of the Collateral Agreement; (6) in respect of the property and assets of a Subsidiary Pledgor, upon the designation of such Subsidiary Pledgor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary”, and such Subsidiary Pledgor shall be automatically released from its obligations hereunder and under the Security Documents; (7) in respect of the property and assets of a Subsidiary Pledgor, upon the release or discharge of the pledge granted by such Subsidiary Pledgor to secure the Obligations under the Credit Agreement or any other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to become a Subsidiary Pledgor; and (8) as described under Article IX. Notwithstanding the foregoing, if an Event of Default under this Indenture exists on the date of Discharge of Senior Lender Claims, the Second Priority Liens on the Collateral securing the Notes will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Priority Lien Obligations secured by the Collateral, and thereafter the Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Notes and Other Second-Lien Obligations) will have the right to direct the First Lien Agent to foreclose upon the Collateral (but in such event, the Liens on the Collateral securing the Notes will be released when such Event of Default and all other Events of Default under this Indenture cease to exist). In addition, (i) the security interests granted pursuant to the Security Documents securing the Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors (as defined in the Collateral Agreement), as of the date when all the Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; and (ii) the security interests granted pursuant to the Security Documents securing the Obligations shall automatically terminate as of the date when the Holders of at least two thirds in aggregate principal amount of all Notes issued under this Indenture consent to the termination of the Security Documents. In connection with any termination or release pursuant to this Section 11.04(a), the Collateral Agent shall execute and deliver to any Pledgor (as defined in the Collateral Agreement), at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer to such Common CollateralPledgor, then such of the Liens upon Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 11.04(a), the Pledgors shall be permitted to take any action in connection therewith consistent with such Common release including, without limitation, the filing of UCC termination statements. Upon the receipt of an Officers’ Certificate from the Issuer, as described in Section 11.04(b) below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral securing New First Lien Obligations will automatically Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released and discharged as and when, but only pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. (b) Notwithstanding anything herein to the extentcontrary, in connection with (x) any release of Collateral pursuant to Section 11.04(a)(1), (6), (7) or (8) above, such Liens Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 11.04(a)(2), (3), (4) and (5), the Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have been met and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the Collateral Agent on or prior to the date of such Common Collateral securing ABL Obligations are released and discharged (provided that release or, in the case of clause (By) of this Section 2.4(b)above, the Liens date on which the Collateral Agent executes any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject such instrument. (c) Notwithstanding anything herein to the respective Liens securing New First Lien Obligations contrary, at any time when a Default or Event of Default has occurred and shall be applied pursuant to Section 4.1). Upon delivery is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If (a) Notwithstanding anything to the contrary in the Security Documents, Collateral may be released from the Lien and security interest created by the Security Documents to secure the Loans and obligations under this Agreement at any time or from time to time in accordance with the provisions of the Intercreditor Agreements or as provided hereby. The applicable property and assets included in the Collateral shall be automatically released from the Liens securing the Loans, and the applicable Subsidiary Guarantor shall be automatically released from its obligations under this Agreement and the Security Documents, under any Grantor one or more of the following circumstances or any ABL Secured Party delivers notice applicable circumstance as provided in the Intercreditor Agreements or the Security Documents: (1) upon the Discharge of First-Priority Lien Obligations and concurrent release of all other Liens on such property or assets (except cash collateral in respect of any letters of credit) securing First-Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if the Borrower or any Subsidiary Guarantor subsequently incurs First-Priority Lien Obligations that are secured by Liens on property or assets of the Borrower or any Subsidiary Guarantor and the related Liens are incurred in reliance on clause (6)(B) or (6)(C) of the definition of “Permitted Liens,” then the Borrower and the Subsidiary Guarantors will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to any specified Common such Collateral that: (A) in favor of the Loans, which Liens securing the Loan Obligations will be junior priority Liens on the Collateral securing such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) First-Priority Lien Obligations to the same extent provided by the owner Security Documents and on the terms and conditions of the security documents relating to such Common First-Priority Lien Obligations, with the junior priority Lien held by the Collateral in a transaction permitted under Agent or other representative designated by the ABL Credit Borrower to hold the junior priority Liens for the benefit of the Lenders and subject to the Senior Lien Intercreditor Agreement and the New First Priority Lien Intercreditor Agreement or one or more intercreditor agreements that provide the administrative agent or collateral agent substantially the same rights and obligations as afforded under the Senior Lien Intercreditor Agreement and the Priority Lien Intercreditor Agreement; or; (B2) to enable the ABL Secured Parties are releasing Borrower and its Subsidiaries to consummate the disposition of such property or have assets to a Person that is not the Borrower or a Subsidiary Guarantor to the extent not prohibited under Section 6.06; (3) in respect of the property and assets of a Subsidiary Guarantor, (i) upon the designation of such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 6.04 and the definition of “Unrestricted Subsidiary,” and such Subsidiary Guarantor shall be automatically released their Liens on from its obligations hereunder and under the Security Documents or (ii) upon the release of such Common Collateral Subsidiary Guarantee pursuant to Section 9.20; (4) in respect of the property and assets of a Subsidiary Guarantor, upon the release or discharge of the guarantee by such Subsidiary Guarantor of the Obligations under the Credit Agreement or any other Indebtedness which resulted in the obligation to become a Subsidiary Guarantor; (5) in respect of any assets or property constituting Collateral, upon the release of the security interests in such assets or property securing any First-Priority Lien Obligations, other than in connection with a Disposition Discharge of First-Priority Lien Obligations; and (6) as provided in connection with Section 9.01. (b) Notwithstanding the foregoing, if an Exercise Event of Secured Creditor Remedies with respect Default exists on the date of Discharge of First-Priority Lien Obligations, the junior priority Liens on the Collateral securing the Loans will not be released, except to such Common the extent the Collateral or any portion thereof was disposed of in order to repay the First-Priority Lien Obligations secured by the Collateral, then and thereafter the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only Agent (or another designated representative appointed pursuant to the extent, terms of the Priority Lien Intercreditor Agreement) will have the right to foreclose or direct the RBL Agent to foreclose upon the Collateral (but in such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)event, the Liens on any Common the Collateral disposed securing the Loan Obligations will be released when such Event of in Default and all other Events of Default cease to exist). (c) In connection with an Exercise any termination or release pursuant to this Section 9.19 or a release of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied a Subsidiary Guarantee pursuant to Section 4.1). Upon delivery to 9.20, the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that shall execute and deliver to any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shallCredit Party, at the Companysuch Credit Party’s expense, promptly execute all documents that such Credit Party shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and deliver will duly assign and transfer to such instrumentsCredit Party, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall of the Pledged Collateral (as defined in the Collateral Agreement) that may be substantially identical to in the comparable instruments, releases and termination statements executed by possession of the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer has not theretofore been sold or duly authorized person otherwise applied or released pursuant to this Agreement or the Security Documents. Any execution and delivery of documents pursuant to this Section 9.19 shall be without recourse to or warranty by the ABL Collateral Agent. In connection with any release pursuant to this Section 9.19 or 9.20, 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 New First Lien Collateral Agent and in the name of the New First Lien 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, Credit Party shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Security Documents or the Intercreditor Agreements. The security interests in all Collateral securing the Loans also will be released upon payment in full of the principal of, together with accrued and unpaid interest on, the Loans and all appropriate action other Obligations under this Agreement and the Security Documents that are due and payable at or prior to execute the time such principal, together with accrued 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 unpaid interest, is irrevocable)are paid.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by the ABL Agent or by the ABL Loan Parties with the consent of the 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 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 such Common Collateralthe ABL Priority Collateral so sold, then the Liens upon such Common Collateral securing New First Lien Obligations will transferred, or disposed shall terminate and be automatically be released without further action US-DOCS\116541863.10 concurrently with, and discharged as and when, but only to the extentsame extent as, such the release of the ABL Secured Parties’ Liens on such Common ABL Priority Collateral; provided, that the Liens of the parties shall attach to the proceeds of any such disposition of the ABL Priority Collateral securing with the same relative priority as the Liens which attached to the ABL Obligations are released Priority Collateral so released. In furtherance of, and discharged (provided that in the case of clause (B) of this Section 2.4(b)subject to, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien foregoing, each Notes Collateral Agent of a notice from the ABL Collateral Agent stating agrees that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, it will promptly execute any and deliver such instruments, releases, termination statements all Lien releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien 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 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). (ii) In the event of (A) any private or public sale of all or any portion of the Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the Designated Notes Collateral Agent or by the Notes Secured Parties with the consent of the Designated Notes Collateral Agent, or (B) any sale, transfer or other disposition of all or any portion of the Notes Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Notes Documents and the ABL Documents or consented to by the requisite Notes Secured Parties and the requisite ABL Lenders, the ABL Agent agrees, on behalf of itself and the ABL Secured Parties, that such sale, transfer or disposition will be free and clear of the Liens on such Notes Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Notes 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 Notes Secured Parties’ Liens on such Notes Priority Collateral; provided, that the Liens of the parties shall attach to the proceeds of any such disposition of the Notes Priority Collateral with the same relative priority as the Liens which attached to the Notes Priority Collateral so released. In furtherance of, and subject to, the foregoing, the ABL Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the Designated Notes Collateral Agent in connection therewith. The ABL Agent hereby appoints the Designated Notes Collateral Agent and any officer or duly authorized person of the ABL Designated Notes Collateral 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 New First Lien Collateral ABL Agent and in the name of the New First Lien Collateral ABL Agent or in the ABL Designated Notes Collateral Agent’s own name, from time to time, in the ABL Designated Notes Collateral 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 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).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by the ABL Agent or by the ABL Obligors with the consent of the 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 Term Documents (without giving effect to any amendments to the Term Documents which add further restrictions to dispositions beyond those which are in effect on the date hereof) or consented to by the requisite ABL Lenders and the requisite Term Lenders, the Term Agent agrees, on behalf of itself and the 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 Term Obligations, and the Term Agent’s and the Term Secured Parties’ Liens with respect to such Common Collateralthe ABL Priority Collateral so sold, then the Liens upon such Common Collateral securing New First Lien Obligations will transferred, or disposed shall terminate and be deemed automatically be released and discharged as without further action concurrently with, and when, but only to the extentsame extent as, such the release and discharge of the ABL Secured Parties’ Liens on such Common ABL Priority Collateral; provided, that the Liens of the Parties shall attach to the proceeds of any such disposition of the ABL Priority Collateral securing with the same relative priority as the Liens which attached to the ABL Obligations are Priority Collateral so released and discharged (provided that in the case of clause (B) of this Section 2.4(b)discharged. In furtherance of, and subject to, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)foregoing, the New First Lien Collateral Term Agent shall, at the Company’s expense, agrees that it will promptly execute any and deliver such instrumentsall Lien releases, releasesdischarges, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection with such releasetherewith. The New First Lien Collateral Term Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Term Agent and in the name of the New First Lien Collateral Term Agent or in the ABL Collateral Agent’s own namenames, from time to time, in the ABL Collateral 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 accomplish the purposes of this paragraph, including any financing statements, termination statements, discharges, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). (ii) In the event of (A) any private or public sale of all or any portion of the Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Term Agent, or (B) any sale, transfer or other disposition of all or any portion of the Term Priority Collateral so long as such sale, transfer or other disposition is then permitted by the Term Documents and the ABL Documents (without giving effect to any amendments to the ABL Documents which add further restrictions to dispositions beyond those which are in effect on the date hereof) or consented to by the requisite Term Lenders or the requisite ABL Lenders, as applicable, the ABL Agent agrees, on behalf of itself and the ABL Lenders, that such sale, transfer or disposition will be free and clear of the Liens on such Term Priority Collateral securing the ABL Obligations and the ABL Agent’ and the ABL Secured Parties’ Liens with respect to the Term Priority Collateral so sold, transferred, or disposed shall terminate and be deemed automatically released and discharged without further action concurrently with, and to the same extent as, the release and discharge of the Term Secured Parties’ Liens on such Term Priority Collateral; provided, that the Liens of the Parties shall attach to the proceeds of any such disposition of the Term Priority Collateral with the same relative priority as the Liens which attached to the Term Priority Collateral so released and

Release of Liens. If (a) Subject to clauses (b) and (c) of this Section 10.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. Upon the request of the Company pursuant to an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent hereunder have been met, Parent, the Company and the Subsidiary Guarantors will be entitled to the release of assets included in the Collateral from the Liens securing the Notes, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Company’s sole cost and expense, under any Grantor one or more of the following circumstances: (1) at any time the Liens on such Collateral securing the First Priority Lien Obligations are released in whole or in part by the First Lien Agent; (2) to enable Parent, the Company or any ABL Secured Party delivers notice Subsidiary Guarantor to consummate an Asset Sale to the New First Lien Collateral Agent extent such Asset Sale is not prohibited under Section 4.10; (3) in the case of a Subsidiary Guarantor that is released from its Note Guarantee with respect to any specified Common Collateral that: (A) such specified Common Collateral is soldthe Notes, transferred or otherwise disposed the release of (a “Disposition”) by the owner property and assets of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien AgreementSubsidiary Guarantor; or (B4) as described under Article 9. Upon the ABL Secured Parties are releasing receipt of an Officers’ Certificate from the Company, as described above, and any necessary or have released their Liens on proper instruments of termination, satisfaction or release prepared by the Company, the Trustee shall instruct the Collateral Agent to execute, deliver or acknowledge such Common instruments or releases to evidence the release of any Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect permitted to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. (b) Except as otherwise provided in the Intercreditor Agreement, no Collateral may be released from the Lien and discharged as and when, but only security interest created by the Security Documents unless the Officers’ Certificate required by this Section 10.04 has been delivered to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and the Trustee not less than five days prior to the date of such release. (c) At any officer time when a Default or duly authorized person Event of Default has occurred and is continuing and the maturity of the ABL Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If at (i) In the event of any time any Grantor private or public sale of all or any portion of the DIP ABL Secured Party delivers notice to the New First Lien Collateral Agent with respect to any specified Common Collateral that: (A) such specified Common Collateral is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only consent of the DIP ABL Agent at any time prior to the extentdate upon which the Discharge of DIP ABL Obligations shall have occurred (and irrespective of whether an Event of Default has occurred), the DIP Term Agent agrees, on behalf of itself and the DIP Term Lenders, that so long as the net cash proceeds of any such sale are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such Common DIP ABL Priority Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)DIP Term Obligations. In furtherance thereof, the Liens on DIP Term Agent agrees that it will execute any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First and all Lien Obligations and shall be applied pursuant to Section 4.1). Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the DIP ABL Collateral Agent in connection therewith, so long as the net cash proceeds from such sale or other disposition of such DIP ABL Priority Collateral are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral DIP Term Agent hereby appoints the DIP ABL Collateral Agent and any officer or duly authorized person of the DIP ABL Collateral 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 New First Lien Collateral DIP Term Agent and in the name of the New First Lien Collateral DIP Term Agent or in the DIP ABL Collateral Agent’s own name, from time to time, in the DIP ABL Collateral 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 accomplish the purposes of this paragraph, including 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). (ii) In the event of any private or public sale of all or any portion of the DIP Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the DIP Term Agent at any time prior to the date upon which the Discharge of DIP Term Obligations shall have occurred (and irrespective of whether an Event of Default has occurred), the DIP ABL Agent agrees, on behalf of itself and the DIP ABL Lenders, that so long as the net cash proceeds of any such sale are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such DIP Term Priority Collateral securing the DIP ABL Obligations. In furtherance thereof, the DIP ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the DIP Term Agent in connection therewith, so long as the net cash proceeds from such sale or other disposition of such DIP Term Priority Collateral are applied in accordance with the terms of this Agreement. The DIP ABL Agent hereby appoints the DIP Term Agent and any officer or duly authorized person of the DIP Term 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 DIP ABL Agent and in the name of the DIP ABL Agent or in the DIP Term Agent’s own name, from time to time, in the DIP Term 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 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).

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (1) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common the consent of the 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 Liens upon 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 Common Collateral securing New First Lien Obligations will automatically be released and discharged as and whenrelease shall have been approved by the requisite ABL Lenders, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent prior to the date upon which the Discharge of this Section 2.4(bABL 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 agrees, on behalf of itself and the 2025 Notes Creditors, 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 any Common such ABL Priority Collateral securing the 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 of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but 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 proceeds thereof not of any such sale, if any, described in clause (A) above are applied to repay as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such ABL Obligations shall be subject Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the respective Liens securing New First Lien Obligations ABL Priority Collateral so sold, transferred, disposed or released shall terminate and shall be applied pursuant to Section 4.1)automatically released without further action. Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)In furtherance of, and subject to, the New First foregoing, the 2025 Notes Agent and any Additional Agent agrees that it will execute any and all Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral 2025 Notes Agent and any Additional Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent such Party and in the name of the New First Lien Collateral Agent such Party 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 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 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). (2) In the event of (A) any private or public sale of all or any portion of the Non-ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the 2025 Notes Agent, (B) any sale, transfer or other disposition of all or any portion of the Non-ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the 2025 Notes Documents or (C) the release of the applicable 2025 Notes Secured Parties’ Lien on all or any portion of the Non-ABL Priority Collateral, so long as such release shall have been approved by the requisite 2025 Notes Creditors, in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of 2025 Notes Obligations shall have occurred and not in connection with a Discharge of 2025 Notes Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL Lenders, 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 Non-ABL Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Non-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 Lien releases or other documents reasonably requested by the 2025 Notes Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition described in clause (A) above of such Non-ABL Priority Collateral are applied in accordance with the terms of this Agreement. The ABL Agent hereby appoints the 2025 Notes Agent and any officer or duly authorized person of the 2025 Notes 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 ABL Agent and in the name of the ABL Agent or in the 2025 Notes Agent’s own name, from time to time, in the 2025 Notes 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 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). (3) In the event of (A) any private or public sale of all or any portion of the Non-ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of any Additional Agent, (B) any sale, transfer or other disposition of all or any portion of the Non-ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Additional Documents or (C) the release of the applicable Additional Secured Parties’ Lien on all or any portion of the Non-ABL Priority Collateral, so long as such release shall have been approved by the requisite Additional Creditors, in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of Additional Obligations shall have occurred and not in connection with a Discharge of Additional Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL Lenders, 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 Non-ABL Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Non-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 Lien releases or other documents reasonably requested by any Additional Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition described in clause (A) above of such Non-ABL Priority Collateral are applied in accordance with the terms of this Agreement. The ABL Agent hereby appoints any Additional Agent and any officer or duly authorized person of such Additional 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 ABL Agent and in the name of the ABL Agent or in such Additional Agent’s own name, from time to time, in such Additional 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 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).

Release of Liens. If (a) Subject to subsections (b) and (c) of this Section 11.04 and to Section 11.05, Collateral may be released from the Securities Lien created by the Security Documents at any time any Grantor or from time to time in accordance with the provisions of the Security Documents, the Subordination Agreement or as provided hereby. Upon the request of the Issuer pursuant to an Officer’s Certificate certifying that all conditions precedent hereunder have been met, the Issuer and the Guarantors will be entitled to a release of assets included in the Collateral from the Securities Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Securities Liens at the Issuer’s sole cost and expense, under one or more of the following circumstances: (1) if all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder) are released; provided, however, that if the Issuer or any ABL Secured Party delivers notice Guarantor subsequently incurs First Priority Lien Obligations that are secured by liens on property or assets of the Issuer or any Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clauses (a)(ii) and (a)(iii) of the definition of Permitted Liens, then the Issuer and its Restricted Subsidiaries will be required to reinstitute the New First Lien Collateral Agent security arrangements with respect to the Collateral in favor of the Securities, which, in the case of any specified Common such subsequent First Priority Lien Obligations, will be second priority Liens on the Collateral that:securing 57 such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Securities Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuer to hold the second priority Liens for the benefit of the holders of the Securities and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Subordination Agreement; (A2) such specified Common Collateral is sold, transferred to enable the Issuer or otherwise disposed of (a “Disposition”) by any Guarantor to consummate the owner disposition of such Common Collateral property or assets to the extent not prohibited under Section 4.06; (3) in the case of a transaction permitted under Guarantor that is released from its Guarantee with respect to the ABL Credit Agreement Securities, the release of the property and the New First Lien Agreementassets of such Guarantor; or (B4) as described under Article 9. If an Event of Default under the ABL Secured Parties Indenture exists on the date on which the First Priority Lien Obligations are releasing or have released their repaid in full and terminated (including all commitments and letters of credit thereunder), the Securities Liens on such Common the Collateral securing the Securities will not be released, except to the extent the Collateral or any portion thereof was disposed of in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect order to such Common repay the First Priority Lien Obligations secured by the Collateral, then and thereafter the Liens Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Securities) will have the right to direct the Collateral Agent to foreclose upon the Collateral (but in such Common Collateral securing New First Lien Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (B) of this Section 2.4(b)event, the Liens on the Collateral securing the Securities will be released when such Event of Default and all other Events of Default under the Indenture cease to exist). Upon receipt of such Officer’s Certificate and any Common necessary or proper instruments of termination, satisfaction or release prepared by the Issuer and otherwise in accordance with Sections 11.05 and 13.05 hereof, the Collateral disposed Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Subordination Agreement. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Securities Liens under the Indenture and the Security Documents in connection with contravention thereof and any person that is required to deliver an Exercise Officer’s Certificate or Opinion of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens securing New First Lien Obligations and shall be applied Counsel pursuant to Section 4.1)314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. Upon delivery The Trustee may, to the New First Lien extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel. (b) Except as otherwise provided in the Subordination Agreement, no Collateral Agent of a notice may be released from the ABL Collateral Agent stating that any such release of Liens securing or supporting Securities Lien created by the ABL Obligations has become effective (or shall become effective upon Security Documents unless the New First Lien Collateral AgentOfficer’s receipt of such notice)Certificate required by this Section 11.04, the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical dated not more than 10 days prior to the comparable instruments, releases and termination statements executed by date of the ABL Collateral Agent in connection with application for such release. The New First Lien Collateral Agent hereby appoints , has been delivered to the ABL Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent). (c) At any officer time when a Default or duly authorized person Event of Default has occurred and is continuing and the maturity of the ABL Securities has been accelerated (whether by declaration or otherwise) and the Trustee (if not then the Collateral Agent) has delivered a notice of acceleration to the Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Subordination Agreement.

Release of Liens. If (a) Notwithstanding anything to the contrary in the Security Documents or the First Lien Intercreditor Agreement, Collateral may be released from the Lien and security interest created by the Security Documents to secure the Notes and obligations under this Indenture at any time or from time to time in accordance with the provisions of the First Lien Intercreditor Agreement or the Security Documents or as provided hereby. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes, and the applicable Subsidiary Guarantor shall be automatically released from its obligations under this Indenture and the Security Documents, under any Grantor one or more of the following circumstances or any ABL Secured Party delivers notice to applicable circumstance as provided in the New First Lien Collateral Agent with respect to any specified Common Collateral thatIntercreditor Agreement or the Security Documents: (A1) to enable the Issuers or any Subsidiary Guarantor to consummate the disposition (other than any disposition to an Issuer or another Subsidiary Guarantor) of such specified property or assets to the extent not prohibited under Section 4.06; (2) in respect of the property and assets of a Subsidiary Guarantor, upon the designation of such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary”, and such Subsidiary Guarantor shall be automatically released from its obligations hereunder and under the Security Documents; (3) in respect of the property and assets of a Subsidiary Guarantor, upon the release or discharge of the Subsidiary Guarantee of such Subsidiary Guarantor in accordance with this Indenture; (4) in respect of any property and assets of an Issuer or a Subsidiary Guarantor that would constitute Collateral but is at such time not subject to a Lien securing First-Priority Obligations (other than the Notes Obligations), other than any property or assets that cease to be subject to a Lien securing First-Priority Obligations in connection with a Discharge of First-Priority Obligations; provided that if such property and assets are subsequently subject to a Lien securing First-Priority Obligations (other than Excluded Property), such property and assets shall subsequently constitute Collateral under this Indenture; (5) in respect of any Common Collateral is sold, transferred to a third party or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Collateral in connection with a Disposition any enforcement by the First-Priority Collateral Agent in accordance with the First Lien Intercreditor Agreement; (6) pursuant to an amendment or waiver in accordance with Article IX; and (7) if the Notes have been discharged or defeased pursuant to Section 8.01. In addition, (i) the security interests granted pursuant to the Security Documents securing the Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors (as defined in the Collateral Agreement), as of the date when all the Obligations under this Indenture and the Security Documents (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; and (ii) the security interests granted pursuant to the Security Documents securing the Obligations shall automatically terminate as of the date when the holders of at least two thirds in aggregate principal amount of all Notes issued under this Indenture consent to the termination of the Security Documents. In connection with any termination or release pursuant to this Section 11.04(a), the First-Priority Collateral Agent shall execute and deliver to any Pledgor (as defined in the Collateral Agreement), at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the First-Priority Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the First-Priority Collateral Agent. In connection with any release pursuant to this Section 11.04(a), the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of an Officer’s Certificate from the Issuers, as described in Section 11.04(b) below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the First-Priority Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the First Lien Intercreditor Agreement. (b) Notwithstanding anything herein to the contrary, in connection with an Exercise (x) any release of Secured Creditor Remedies with respect Collateral pursuant to Section 11.04(a)(2), (3) or (6), such Common Collateral, then the Liens upon such Common Collateral securing New First Lien Obligations will automatically may not be released from the Lien and discharged as security interest created by the Security Documents and when(y) any release of Collateral pursuant to Section 11.04(a)(1), but only (4) and (5) the First-Priority Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officer’s Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have been met, and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released, have been delivered to the extentFirst-Priority Collateral Agent on or prior to the date of such release or, such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause (By) of this Section 2.4(b)above, the Liens date on which the First-Priority Collateral Agent executes any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject such instrument. (c) Notwithstanding anything herein to the respective Liens securing New First Lien Obligations contrary, at any time when a Default or Event of Default has occurred and shall be applied pursuant to Section 4.1). Upon delivery is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL First-Priority Collateral Agent, with full power no release of substitutionCollateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the holders, except as its true and lawful attorney-in-fact with full irrevocable power of attorney otherwise provided in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien 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 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)Intercreditor Agreement.

Release of Liens. If at any time any Grantor or any ABL Secured Party delivers notice to (i) In the New First Lien Collateral Agent with respect to any specified Common Collateral that: event of (A) such specified Common Collateral is sold, transferred any private or otherwise disposed public sale of (a “Disposition”) by the owner all or any portion of such Common Collateral in a transaction permitted under the ABL Credit Agreement and the New First Lien Agreement; or (B) the ABL Secured Parties are releasing or have released their Liens on such Common Priority Collateral in connection with a Disposition in connection with an any Exercise of Secured Creditor Remedies by or with respect to such Common the consent of the 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 Liens upon 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 Common Collateral securing New First Lien Obligations will automatically be released and discharged release shall have been approved by the requisite ABL Lenders (as and when, but only determined pursuant to the extentABL Documents), such Liens on such Common Collateral securing ABL Obligations are released and discharged (provided that in the case of clause clauses (B) and (C) only to the extent prior to the date upon which the Discharge of this Section 2.4(bABL 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 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 any Common 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 of in connection with an Exercise of Secured Creditor Remedies or released shall terminate and be automatically released but 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 proceeds thereof not of any such sale, if any, described in clause (A) above are applied to repay as provided in Section 4.1 hereof, such sale, transfer, disposition or release will be free and clear of the Liens on such ABL Obligations shall be subject Priority Collateral securing the Additional Obligations, and such Additional Agent’s and the applicable Additional Secured Parties’ Liens with respect to the respective Liens securing New First Lien Obligations ABL Priority Collateral so sold, transferred, disposed or released shall terminate and shall be applied pursuant to Section 4.1)automatically released without further action. Upon delivery to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice)In furtherance of, and subject to, the New First foregoing, each of the Note Agent and any Additional Agent agrees that it will execute any and all Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements releases or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed reasonably requested by the ABL Collateral Agent in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition of such ABL Priority Collateral described in clause (A) above are applied in accordance with such releasethe terms of this Agreement. The New First Lien Collateral Each of the Note Agent and any Additional Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral 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 New First Lien Collateral Agent such Party and in the name of the New First Lien Collateral Agent such Party 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 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 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). (ii) In the event of (A) any private or public sale of all or any portion of the Note Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the Note Collateral Representative, (B) any sale, transfer or other disposition of all or any portion of the Note Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the Note Priority Collateral Documents or (C) the release of the Note Collateral Secured Parties’ Liens on all or any portion of the Note Priority Collateral, so long as such release shall have been approved by the Requisite Holdersrequisite Note Collateral Secured Parties (as determined pursuant to the applicable Note Priority Collateral Documents), in the case of clauses (B) and (C) only to the extent prior to the date upon which the Discharge of Note Collateral Obligations shall have occurred and not in connection with a Discharge of Note Collateral Obligations (and irrespective of whether an Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL Lenders, 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 Note Priority Collateral securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Note 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 Lien releases or other documents reasonably requested by the Note Collateral Representative in connection therewith, so long as the net cash proceeds, if any, from such sale or other disposition described in clause (A) above of such Note Priority Collateral are applied in accordance with the terms of this Agreement. The ABL Agent hereby appoints the Note Collateral Representative and any officer or duly authorized person of the Note 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 the ABL Agent and in the name of the ABL Agent or in the Note Collateral Representative’s own name, from time to time, in the Note 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).

Release of Liens. If at (1) In the event of any time any Grantor private or public sale or other disposition of all or any ABL Secured Party delivers notice portion of the Collateral by First Lien Agent after the occurrence and during the continuance of a First Lien Default (and prior to the New date upon which the Discharge of Priority First Lien Indebtedness shall have occurred) in connection with (x) the liquidation by First Lien Agent of all or a material portion of the Collateral and the collection by First Lien Agent with respect to of the First Lien Indebtedness through the sale or other disposition of such Collateral or (y) any specified Common other disposition of Collateral that: so long as (A) such specified Common Collateral disposition is sold, transferred or otherwise disposed of (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the ABL First Lien Credit Agreement and the New First Second Lien Credit Agreement; or , in each case as in effect on the date hereof, or (B) such disposition is permitted by the ABL Secured Parties First Lien Lenders and all dispositions under this clause (B) generate proceeds not exceeding $10,000,000 in the aggregate and such proceeds are releasing applied to repay the First Lien Indebtedness and Second Lien Indebtedness in accordance with the terms of the First Lien Credit Agreement and the Second Lien Credit Agreement, each as in effect on the date hereof (any such sale or have released other disposition, a “First Lien Lender Sale”), Second Lien Agent agrees that such First Lien Lender Sale will be free and clear of the Liens securing the Second Lien Indebtedness (and, if the First Lien Lender Sale includes Equity Interests in any Obligor, Second Lien Agent further agrees to release the entities whose Equity Interests are sold from all Second Lien Indebtedness); provided that (x) First Lien Agent and the First Lien Lenders also release their Liens on such Common Collateral (and, if the First Lien Lender Sale includes Equity Interests in any Obligor, releases the entities whose Equity Interests are sold from all First Lien Indebtedness), and (y) the Proceeds of any such First Lien Lender Sale are applied in accordance with Section 7.b. (2) Second Lien Agent agrees that, in connection with a Disposition any First Lien Lender Sale meeting the conditions set forth in Section 2.e(1) above, upon the prior written request of First Lien Agent (which request shall specify the proposed terms of the sale and the type and amount of consideration to be received in connection with an Exercise of Secured Creditor Remedies with respect to such Common Collateraltherewith), then the Liens upon such Common Collateral securing New it will execute or file any and all Lien releases or other documents reasonably requested by First Lien Obligations will automatically be released and discharged as and whenAgent in connection therewith; provided, but only to the extent, such Liens on such Common Collateral securing ABL Obligations are released and discharged that (provided that x) in the case of clause (B) of this Section 2.4(b)a First Lien Lender Sale, the Liens on any Common Collateral disposed of in connection with an Exercise of Secured Creditor Remedies no such release documents shall be automatically released but delivered to any proceeds thereof not applied Obligor, (y) no such release documents shall be delivered more than 5 Business Days prior to repay ABL Obligations the anticipated closing date of such sale or disposition, and (z) the effectiveness of any such release or termination by Second Lien Agent shall be subject to the respective Liens securing New sale or other disposition of the Collateral described in such request on the terms described in such request or on substantially similar terms and shall lapse in the event such sale or other disposition does not occur within 10 days of the anticipated closing date (at which time First Lien Obligations and Agent or the Obligors, as the case may be, shall be applied pursuant promptly return all release documents to Section 4.1Second Lien Agent). Upon delivery Subject to the New First Lien Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligations has become effective (or shall become effective upon the New First Lien Collateral Agent’s receipt of such notice), the New First Lien Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release. The New First Lien Collateral Agent hereby appoints the ABL Collateral Agent and any officer or duly authorized person of the ABL Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney proviso in the place and stead of the New First Lien Collateral Agent and in the name of the New First Lien Collateral Agent or in the ABL Collateral Agent’s own name, from time to timeimmediately preceding sentence, in the ABL Collateral Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, event that Second Lien Agent fails to take so execute or file 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, such Lien releases or other documents within 5 Business Days after receipt of written request from First Lien Agent, First Lien Agent is hereby irrevocably authorized to execute or instruments of transfer (which appointment, being coupled with an interest, is irrevocable)file such Lien releases and other documents.