Common use of Release of Liens Clause in Contracts

Release of Liens. (a) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default, or (B) any other 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 (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof), 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 Credit Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent Agents or by any of the ABL Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of DefaultAgents, or (B) any other 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))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 (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)Lenders, the Term Second Lien Agent agrees, on behalf of itself and the Term Lenders 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 Term Second Lien Obligations, and the Term Second Lien Agent’s and the Term Credit Second Lien Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided thatprovided, that the ABL Agent Liens of the Parties shall have furnished attach to the Term Agent with seven days prior written notice proceeds of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect disposition of the Proceeds of such ABL Priority Collateral with the same relative priority as the Liens which attached to the ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b)released. In furtherance of, and subject to, the foregoing, the Term Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent Agents in connection therewith. The Term Second Lien Agent hereby appoints the ABL Agent Agents and any officer or duly authorized person of the ABL AgentAgents, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Second Lien Agent and in the name of the Term Second Lien Agent or in the ABL Agent’s Agents’ own namenames, from time to time, in the ABL 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. (a) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL First Lien Agent or by any of the Loan Parties with the consent of the ABL First Lien Agent after the occurrence and during the continuance of an ABL a First Lien Event of Default, or (B) any other 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))Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL First Lien Loan Documents and the Second Lien Loan Documents or consented to by the requisite ABL First Lien Lenders (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)requisite Second Lien Lenders, the Term Second Lien Agent agrees, on behalf of itself and the Term Second Lien Lenders that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Term Second Lien Obligations, and the Term Second Lien Agent’s and the Term Credit Second Lien Secured Parties’ Liens with respect solely to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit First Lien Secured Parties’ Liens on such ABL Priority Collateral; provided that, such release by the ABL Second Lien Agent shall have furnished is also conditioned on (i) the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Second Lien Secured Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist with the priority of such Liens remaining subject to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceedsterms of this Agreement; and provided, further, that to (ii) the extent Proceeds are required to repay obligations, of such Proceeds Collateral shall be applied on a dollar for dollar basis to permanently reduce the First Lien Obligations and the Second Lien Obligations in accordance with Section 4.1(b)4.1. In furtherance of, and subject to, the foregoing, the Term Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL First Lien Agent in connection therewith. The Term Second Lien Agent hereby appoints the ABL First Lien Agent and any officer or duly authorized person of the ABL First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Second Lien Agent does not take such action within five ten (510) days Business Days after written notice, in the place and stead of the Term Second Lien Agent and in the name of the Term Second Lien Agent or in the ABL First Lien Agent’s own name, from time to time, in the ABL First Lien Agent’s sole reasonable 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)transfer.

Release of Liens. (a) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent Agents or by any of the ABL Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of DefaultAgents, or (B) any other 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))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 (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)Lenders, the Term Second Lien Agent agrees, on behalf of itself and the Term Lenders Second Lien Secured Parties that such sale, transfer or other disposition will be free and clear of the Liens Liens, if any, on such ABL Priority Collateral securing the Term Second Lien Obligations, and the Term Second Lien Agent’s and the Term Credit Second Lien Secured Parties’ Liens Liens, if any, with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested in writing and provided by the ABL Agent Agents in connection therewith. The Term Second Lien Agent hereby appoints the ABL Agent Agents and any officer or duly authorized person of the ABL AgentAgents, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Second Lien Agent and in the name of the Term Second Lien Agent or in the ABL Agent’s Agents’ own name, from time to time, in the ABL 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 or file 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. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of DefaultAgent, or (B) any other 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)) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)Lenders, the each Term Agent agrees, on behalf of itself and the Term Lenders Secured Parties represented by such Term Agent, that, so long as such Term Agent, for the benefit of the relevant 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 each of the Term Agent’s Agents’ and the Term Credit Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, each of the Term Agent Agents agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent Agents each hereby appoints appoint 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 to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the such Term Agent and in the name of the such Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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) In the event of (A) any private or public sale of all or any portion of the ABL Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent Revolving Lender or by any of the Loan Parties with the consent of the ABL Agent Revolving Lender after the occurrence and during the continuance of an ABL Event of Default, or (B) any other sale, transfer or other disposition of all or any portion of the ABL Revolving Priority Collateral (other than in connection with a refinancing as described in Section 5.2(c))Collateral, so long as such sale, transfer or other disposition is then (i) permitted by the ABL Revolving Documents or consented to by the requisite ABL Lenders Revolving Lender and (and is then ii) permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on or consented by the date hereof)requisite Term Lenders, the Term Agent agrees, on behalf of itself and the Term Lenders Secured Parties, that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Revolving Priority Collateral securing the Term Obligations, and the Term Agent’s and the Term Credit Secured Parties’ Liens with respect to the ABL Revolving Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Revolving Secured Parties’ Liens on such ABL Revolving Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Secured Parties’ Liens in respect of the Proceeds of such ABL Revolving Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Revolving Secured Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligationsbe applied to the obligations under the terms of the Revolving Credit Agreement, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent agrees that that, upon the written request of the Revolving Lender delivered to the Term Agent, it will promptly (and in any event within five (5) days thereafter) execute any and all Lien releases or other documents reasonably requested by the ABL Agent Revolving Lender in connection therewith. The Term Agent hereby appoints the ABL Agent Revolving Lender and any officer or duly authorized person of the ABL AgentRevolving Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after such written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL AgentRevolving Lender’s own name, from time to time, in the ABL AgentRevolving Lender’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. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default(other than in connection with a refinancing as described in Section 5.2(d)), or (B) any other 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(c5.2(d)), so long as such sale, transfer or other disposition under this clause (B) is (1) then permitted by the ABL Documents or consented to by the requisite ABL Lenders Lenders, and (and is 2) then permitted by the Term Documents without giving effect or consented to any amendments thereof which are more restrictive than those provisions in effect on by the date hereof)requisite Term Lenders, irrespective of whether an Event of Default has occurred, the Term Agent agrees, on behalf of itself and the Term Lenders that any such sale, transfer or other disposition sale 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 Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or disposed released shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of DefaultAgent, or (B) any other 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)) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)Lenders, the each Term Agent agrees, on behalf of itself and the Term Lenders Secured Parties represented by such Term Agent, that, so long as such Term Agent, for the benefit of the relevant 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 each of the Term Agent’s Agents’ and the Term Credit Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, each of the Term Agent Agents agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent Agents each hereby appoints appoint 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-attorney in fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the such Term Agent and in the name of the such Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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. (ai)From (A) In the date hereof until the date upon which the Discharge of ABL Priority Obligations shall have occurred and (B) the date upon which the Discharge of Note Priority Obligations shall have occurred until the Payment in Full of ABL Obligations, (I) with respect to the sale, transfer or other Disposition of all or any portion of the ABL Priority Collateral permitted under the terms of the ABL Documents and the Note Documents, (II) in the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence Agent, and during the continuance of an ABL Event of Default, or (BIII) any other sale, transfer or other disposition Disposition of all or any portion of the ABL Priority Collateral by a Grantor to a non-Affiliate of a Grantor with the consent of the ABL Agent at any time that an Event of Default under the ABL Credit Agreement has occurred and is continuing (other than in connection with a refinancing as described in Section 5.2(c)), so long as any such sale, transfer or other disposition is then permitted by the Disposition of ABL Documents or consented to by the requisite Priority Collateral in accordance with this Section 2.4(b)(i)(B)(III), an “ABL Lenders (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereofDefault Disposition”), the Term Agent agreesNote Agent, on behalf of itself and the Term Lenders other Note Secured Parties, agrees that such sale, transfer or other disposition sale will be free and clear of the Liens on such ABL Priority Collateral securing the Term Note Obligations, and and, upon consummation of such sale, transfer or other Disposition, the Term Note Agent’s and the Term Credit Note Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or disposed released shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided thatprovided, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further thathowever, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of that the Proceeds of such ABL Priority Collateral so soldsale, transferred, transfer or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds other Disposition shall be applied in accordance with the provisions of Section 4.1(b)4.1. In furtherance of, and subject to, the foregoing, the Term Note Agent agrees that it will promptly execute and deliver any and all Lien releases or other documents reasonably requested by the ABL Agent (at the Borrowers’ cost and expense) in connection therewiththerewith contemporaneously with the execution and ​ ​ ​ delivery of corresponding Lien releases and such other documents by the ABL Agent, and the Note Agent shall be deemed to have authorized the ABL Agent to file Uniform Commercial Code amendments and terminations covering the ABL Priority Collateral so sold or otherwise disposed of. The Term Note Agent hereby appoints the ABL Agent and any officer or duly authorized person Person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Note Agent and in the name of the Term Note 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 express purposes of this paragraphparagraph (and solely during the times and subject to the conditions provided herein), including any financing statements, endorsements, assignments, releases (including any document necessary to release any lien upon vehicle titles) or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Release of Liens. (a) In the event of (Ai) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Any Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Term Loan Collateral Agent after the occurrence and during the continuance of an ABL Event of Default, or (Bii) any other 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))Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented pursuant to by the requisite ABL Lenders this clause (and ii) is then permitted by the Term Loan Documents without giving effect (or shall have been duly approved in accordance with the terms thereof) (other than any such sale, transfer or other disposition pursuant to any amendments thereof which are more restrictive than those provisions this clause (B) made (x) after the occurrence and during the continuance of an Event of Default under the Indenture or (z) made in effect on connection with the date hereofDischarge of Term Loan Obligations, unless in either case then permitted by the Notes Documents (or shall have been duly approved in accordance with the terms thereof)), the Term Notes Collateral Agent agrees, on behalf of itself and the Term Lenders other Notes Secured Parties, that such sale, transfer or transfer, other disposition or release will be free and clear of the Liens on such ABL Priority Collateral securing the Term Notes Obligations, and the Term Agent’s and the Term Credit such Notes Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, transferred or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b)action. In furtherance of, and subject to, the foregoing, the Term Notes Collateral Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Term Loan Collateral Agent in connection therewith. The Term Notes Collateral Agent hereby appoints the ABL Term Loan Collateral Agent and any officer or duly authorized person of the ABL Term Loan Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Notes Collateral Agent and in the name of the Term Notes Collateral Agent or in the ABL Term Loan Collateral Agent’s own name, from time to time, in the ABL Term Loan 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 Term Loan Obligations or the Notes Obligations in accordance with the terms of this Agreement.

Release of Liens. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default(other than in connection with a refinancing as described in Section 5.2(c) hereof), or (B) any other 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)) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders (and is then permitted by Lenders, irrespective of whether an Event of Default has occurred, each of the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof), the Term Agent agreesAgent, on behalf of itself and the Term Lenders Secured Parties, 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 so long as the Term Agent, for the benefit of the Term Secured Parties, or such Junior Agent, for the benefit of the Junior Secured Parties, as applicable, 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), in each case, 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 Junior Obligations, respectively, and the Term Agent’s and the Term Credit Secured Parties’ ’, and such Junior Agent’s and the applicable Junior Secured Parties’, Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent and each Junior Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent and each Junior Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent or such Junior Agent and in the name of the Term Agent or such Junior 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 39168701_7 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. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default(other than in connection with a refinancing as described in Section 5.2(c) hereof), or (B) any other 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)) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders (and is then permitted by Lenders, irrespective of whether an Event of Default has occurred, each of the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof), the Term Agent agreesAgent, on behalf of itself and the Term Lenders Secured Parties, 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 so long as the Term Agent, for the benefit of the Term Secured Parties, or such Junior Agent, for the benefit of the Junior Secured Parties, as applicable, 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), in each case, 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 Junior Obligations, respectively, and the Term Agent’s and the Term Credit Secured Parties’ ’, and such Junior Agent’s and the applicable Junior Secured Parties’, Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent and each Junior Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent and each Junior Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent or such Junior Agent and in the name of the Term Agent or such Junior 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).

Release of Liens. (a) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent Agents or by any of the ABL Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of DefaultAgents, or (B) any other 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))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 (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)Lenders, the Term Second Lien Agent agrees, on behalf of itself and the Term Lenders 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 Term Second Lien Obligations, and the Term Second Lien Agent’s and the Term Credit Second Lien Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent Agents in connection therewith. The Term Second Lien Agent hereby appoints the ABL Agent Agents and any officer or duly authorized person of the ABL AgentAgents, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Second Lien Agent and in the name of the Term Second Lien Agent or in the ABL Agent’s Agents’ own name, from time to time, in the ABL 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. (a) In Upon the date on which all of the Obligations (other than Contingent Indemnification Obligations) have been paid in full in immediately available funds and all Commitments have been terminated, (b) in the event any property of any Loan Party is conveyed, sold, leased, assigned, transferred or disposed of in a Permitted Disposition (other than a Permitted Disposition to another Loan Party) or (c) in the case of a transaction permitted under this Agreement the result of which is that a Loan Party ceases to be a Subsidiary hereunder, the Collateral Agent shall, in the case of clauses (a), (b) and (c), upon the Borrower's request and at the Borrower's expense, without any representation, warranty or recourse whatsoever, (A) any private promptly return to the Borrower (or public sale whomsoever shall be lawfully entitled to receive the same or as a court of all competent jurisdiction shall direct) the Collateral (in the case of clause (a)), the Collateral transferred pursuant to the Permitted Disposition (in the case of clause (b)) or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies owned by the ABL Agent or by any applicable Subsidiary (in the case of the Loan Parties with the consent of the ABL Agent after the occurrence clause (c)) and during the continuance of an ABL Event of Default, or (B) any other salepromptly execute and deliver to the Borrower such documents, transfer or other disposition in form and substance reasonably satisfactory to Collateral Agent, as the Borrower shall reasonably request to evidence such release (including, in the case of all or any portion of the ABL Priority Collateral clause (other than in connection with a refinancing as described in Section 5.2(c)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 (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof), 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 Credit 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 a release of the ABL Credit Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect Guaranty of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(bapplicable Subsidiary). In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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)[***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.

Release of Liens. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default(other than in connection with a refinancing as described in Section 5.2(c) hereof), or (B) any other 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)) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders (and is then permitted by Lenders, irrespective of whether an Event of Default has occurred, each of the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof), the Term Agent agreesAgent, on behalf of itself and the Term Lenders Secured Parties, 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 so long as the Term Agent, for the benefit of the Term Secured Parties, or such Junior Agent, for the benefit of the Junior Secured Parties, as applicable, 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), in each case, 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 Junior Obligations, respectively, and the Term Agent’s and the Term Credit Secured Parties’ ’, and such Junior Agent’s and the applicable Junior Secured Parties’, Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent and each Junior Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent and each Junior Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent or such Junior Agent and in the name of the Term Agent or such Junior 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).. 39168701_7

Release of Liens. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by by, or with the consent of, the ABL Agent or by any of the Loan Parties (other than in connection with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Defaulta refinancing as described in Section 5.2(c)), or (B) any other 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 (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)Lenders, irrespective of whether an Event of Default has occurred, the Term Agent agrees, on behalf of itself and the Term Lenders 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 Credit Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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) In The parties hereto agree and acknowledge that the event release of (A) Liens on any private or public sale Shared Collateral securing First Lien Obligations of all or any portion of the ABL Priority Collateral Class, whether in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default, or (B) any other a sale, transfer or other disposition of all such Shared Collateral or any portion otherwise, shall be governed by and subject to the Secured Credit Documents of such Class, and that nothing in this Agreement shall be deemed to amend or affect the terms of the ABL Priority Secured Credit Documents of such Class with respect thereto; provided that if, at any time any Shared Collateral (other than is transferred to a third party or otherwise disposed of, in each case, in connection with a refinancing any enforcement by the applicable Collateral Agent in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the other Collateral Agents for the benefit of each Class of Secured Parties upon such Shared Collateral will automatically be released and discharged as described and when, but only to the extent, such Liens on the Shared Collateral of the Collateral Agent enforcing its remedies in connection with such foreclosure or enforcement action are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 5.2(c))2.01(b) hereof; provided, so long however, that the Liens in favor of the other Collateral Agents for the benefit of each Class of Secured Parties will not be released solely as to proceeds of any such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders (and is then permitted by the Term Documents without giving effect to any amendments thereof disposition, which are more restrictive than those provisions in effect on the date hereof), 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 Credit Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds proceeds shall be applied in accordance with pursuant to Section 4.1(b)2.01(b) hereof. In furtherance of, and subject to, the foregoing, the Term Each Collateral Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any (at the sole cost and expense of the Grantors) all documents such authorizations and other instruments as may shall reasonably be necessary or desirable requested by the any other Collateral Agent 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.

Release of Liens. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the ABL Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of DefaultAgent, or (B) any other 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))Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents and the Term Documents or consented to by the requisite ABL Lenders (and is then permitted by the requisite Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)Lenders, the Term Agent agrees, on behalf of itself and the Term Lenders 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 Credit Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided thatprovided, that the ABL Agent Liens of the Parties shall have furnished attach to the Term Agent with seven days prior written notice proceeds of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect disposition of the Proceeds of such ABL Priority Collateral with the same relative priority as the Liens which attached to the ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b)released. In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s ’ own namenames, 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).

Release of Liens. (a) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL First Lien Agent or by any of the Loan Parties with the consent of the ABL First Lien Agent after the occurrence and during the continuance of an ABL a First Lien Event of Default, or (B) any other 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 First Lien Loan Documents and the Second Lien Loan Documents or consented to by the requisite ABL First Lien Lenders (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)requisite Second Lien Lenders, the Term Second Lien Agent agrees, on behalf of itself and the Term Second Lien Lenders that such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral securing the Term Second Lien Obligations, and the Term Second Lien Agent’s and the Term Credit Second Lien Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit First Lien Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Second Lien Secured Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit First Lien Secured Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b4.1(a). In furtherance of, and subject to, the foregoing, the Term Second Lien Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL First Lien Agent in connection therewith. The Term Second Lien Agent hereby appoints the ABL First Lien Agent and any officer or duly authorized person of the ABL First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Second Lien Agent does not take such action within five ten (510) days Business Days after written notice, in the place and stead of the Term Second Lien Agent and in the name of the Term Second Lien Agent or in the ABL First Lien Agent’s own name, from time to time, in the ABL First 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. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default(other than in connection with a Refinancing as described in Section 5.2(d)), or (B) any other sale, transfer or other disposition of all or any portion of the ABL Priority Collateral (other than in connection with a refinancing Refinancing as described in Section 5.2(c5.2(d)), so long as such sale, transfer or other disposition is (1) then permitted by the ABL Documents or consented to by the requisite ABL Lenders Lenders, and (and is 2) then permitted by the Term Documents without giving effect or consented to any amendments thereof which are more restrictive than those provisions in effect on by the date hereof)requisite Term 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 sale 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 Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or disposed released shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default(other than in connection with a refinancing as described in Section 5.2(c) hereof), or (B) any other 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)) hereof), so long as such sale, transfer or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)Lenders, irrespective of whether an Event of Default has occurred, the Term Agent agrees, on behalf of itself and the Term Lenders 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 Credit Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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. Each LENDER holding a SECURITY INTEREST in a particular item of COLLATERAL (aexcluding the ANTIGUA STOCK and the SEI STOCK) In which is not the SENIOR LIEN (as to any such item of COLLATERAL each such LENDER is referred to as a "JUNIOR POSITION LENDER") agrees that in the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default, or (B) any other sale, transfer or other disposition of all such COLLATERAL, whether by ANTIGUA, PARENT, SEI, or any portion of by the ABL Priority Collateral (other than LENDER holding the SENIOR LIEN in connection with a refinancing as described such COLLATERAL, if the LENDER holding the SENIOR LIEN in Section 5.2(c)), so long as such sale, transfer COLLATERAL agrees to such sale or other disposition is then permitted by the ABL Documents or consented to by the requisite ABL Lenders (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof), the Term Agent agrees, on behalf of itself and the Term Lenders that proceeds of such sale, transfer sale or other disposition will be are applied to reduce the obligations secured by the SENIOR LIEN, the JUNIOR POSITION LENDER shall: (i) have no right to object to the sale or other disposition of such COLLATERAL or withhold or delay its consent, if such consent is required for the sale or other disposition of such COLLATERAL; and (ii) upon the request of the LENDER holding the SENIOR LIEN in such COLLATERAL, provide all necessary releases of SECURITY INTERESTS held by the JUNIOR POSITION LENDER necessary in order to accomplish such sale or other disposition free and clear of all SECURITY INTERESTS of the Liens on JUNIOR POSITION LENDER, all without any consideration or payment to the JUNIOR POSITION LENDER, unless the proceeds from such ABL Priority Collateral securing sale repay all debt secured by the Term ObligationsSENIOR LIEN in such COLLATERAL in full, in which event any proceeds in excess of the amount used to repay all debt secured by the SENIOR LIEN in such COLLATERAL in full shall be paid to the LENDER having the SECURITY INTEREST which is prior to all other SECURITY INTERESTS outstanding, provided such proceeds are not required by applicable law to be paid to any other party. The provisions of this Section are solely for the benefit of the LENDERS holding SENIOR LIENS and the Term Agent’s and the Term Credit Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent DEBTORS shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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)no rights hereunder.

Release of Liens. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default(other than in connection with a refinancing as described in Section 5.2(c)), or (B) any other 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 Facility Documentation or consented to by the requisite ABL Lenders (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)Lenders, irrespective of whether an Event of Default has occurred, the Term Agent agrees, on behalf of itself and the Term Lenders 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 Credit Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the Proceeds thereof) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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) In The parties hereto agree and acknowledge that the event release of (A) Liens on any private or public sale Shared Collateral securing First Lien Obligations of all or any portion of the ABL Priority Collateral Class, whether in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default, or (B) any other a sale, transfer or other disposition of all such Shared Collateral or any portion otherwise, shall be governed by and subject to the Secured Credit Documents of such Class, and that nothing in this Agreement shall be deemed to amend or affect the terms of the ABL Priority Secured Credit Documents of such Class with respect thereto; provided that if, at any time any Shared Collateral (other than is transferred to a third party or otherwise disposed of, in each case, in connection with a refinancing as described in Section 5.2(c))any Enforcement Action by, so long as such sale, transfer or sale or other disposition is then permitted by the ABL Documents or consented to by by, the requisite ABL Lenders Applicable Authorized Representative, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the other Secured Lender upon such Shared Collateral will automatically be released and is then permitted by discharged upon final conclusion of foreclosure proceeding as and when, but only to the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect extent, such Liens on the date hereof), the Term Agent agrees, on behalf of itself and the Term Lenders that such sale, transfer or other disposition will be free and clear Shared Collateral of the Liens on such ABL Priority Collateral securing the Term Obligations, Applicable Authorized Representative are released and the Term Agent’s and the Term Credit Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Parties’ Liens on such ABL Priority Collateraldischarged; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b); provided, however, that the Liens in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person favor of the ABL Agent, with full power of substitution, other Secured Lender will not be released as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if any Shared Collateral the Term Agent does not take such action within five (5) days after written notice, in the place and stead net proceeds of the Term Agent and in the name disposition of the Term Agent or in the ABL Agent’s own name, from time which will not be applied to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take repay any and all appropriate action and First Lien Obligations. Each Secured Lender agrees to execute and deliver any (at the sole cost and expense of the Grantors) all documents such authorizations and other instruments as may shall reasonably be necessary or desirable requested by the Applicable Authorized Representative 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 3.04.

Release of Liens. (a) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties an ABL Credit Party with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Event of Default, or (B) prior to an Event of Default, any other 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))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 (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof)Documents, (i) 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 Credit Secured Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; and (ii) the Term Agent and the Terms Lenders shall be deemed to have consented under the Term Documents to such sale, transfer or other disposition, provided that, the ABL Agent nothing in this Agreement shall have furnished be construed as a waiver of any existing or future default under the Term Agent with seven days prior written notice Documents; provided that Proceeds of any such disposition; provided further thatsale, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, transfer or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be disposition is applied in accordance with Section 4.1(b)4.1 hereof. In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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 addition, for the avoidance of doubt, the Term Agent agrees, on behalf of the Term Secured Parties, that, with respect to any property or assets that would otherwise constitute ABL Priority Collateral, the requirement that a Lien in favor of the Term Agent attach to, or be perfected with respect to, such property or assets shall be waived automatically and without further action so long as the requirement that a Lien in favor of the ABL Agent attach to, or be perfected with respect to, such property or assets is waived by the ABL Secured Parties (or the ABL Agent) in accordance with the ABL Documents and so long as no Term Loan Event of Default shall have occurred, be continuing or would result therefrom at such time.

Release of Liens. (a) In If, at any time the event Collateral Agent forecloses upon or otherwise exercises remedies against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time and including any disposition of (A) any private or public sale of all or any portion of the ABL Priority Shared Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of the Loan Parties with the consent of the ABL Agent Grantor after the occurrence and during the continuance of an ABL any Event of DefaultDefault with the consent of the Collateral Agent at the Direction of Majority First Lien Secured Parties (to the extent such consent is required)): (i) the Liens in favor of the Collateral Agent for the benefit of each Series of Pari Passu Secured Parties upon such Shared Collateral will automatically be released and discharged and (ii) if the asset that is subject to such foreclosure or other exercise of remedies consists of the equity interests of any Grantor, (x) such Grantor and any Subsidiary of such Grantor will automatically be released and discharged as Grantors with respect to each Series of Pari Passu Obligations and (y) the Liens in favor of the Collateral Agent for the benefit of each Series of Pari Passu Secured Parties upon the assets of such Grantor constituting Shared Collateral will automatically be released and discharged; provided that (A) the Liens in favor of the Collateral Agent for the benefit of each related Series of Pari Passu Secured Parties secured by such Shared Collateral attach to any such Proceeds of such sale or disposition with the same priority vis-a-vis all the other Pari Passu Secured Parties as existed prior to the commencement of such sale or other disposition, and any such Liens shall remain subject to the terms of this Agreement until application thereof pursuant to Section 2.01 and (B) any other 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 (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof), 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 Credit Parties’ Liens with respect to the ABL Priority Collateral so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice proceeds of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Shared Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds realized therefrom shall be applied in accordance with pursuant to Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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)2.01.

Release of Liens. (ai) In the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by the ABL Agent by, or by any of the Loan Parties with the consent of of, the ABL Agent after the occurrence and during the continuance of an ABL Event of DefaultAgent, or (B) any other 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))Collateral, so long as such sale, transfer or other disposition under this clause (B) is then permitted by the ABL Documents or consented to by the requisite ABL Lenders (and additionally, with respect to a sale, transfer or other disposition under this clause (B) of ABL Priority Collateral by a Credit Party not in the ordinary course of business of such Credit Party, to the extent such sale, transfer or other disposition is then permitted by the Term Documents without giving effect or consented to any amendments thereof which are more restrictive than those provisions in effect on by the date hereofrequisite Term Lenders), irrespective of whether an Event of Default has occurred, the Term Agent agrees, on behalf of itself and the Term Lenders 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 under clause (A) or (B) above (to the extent that such proceeds are not applied to any ABL Obligations (as provided in Section 4.1(b) hereof in the case of a sale under clause (A) above)), such sale, transfer or other disposition will be free and clear of the Liens on such ABL Priority Collateral (but not the proceeds thereof to the extent that such proceeds are not applied to any ABL Obligations) securing the Term Obligations, and the Term Agent’s and the Term Credit Secured Parties’ Liens with respect to the ABL Priority Collateral (but not the proceeds thereof to the extent that such proceeds are not applied to any ABL Obligations) so sold, transferred, or disposed shall terminate and be automatically released without further action concurrently with, and to the same extent as, the release of the ABL Credit Secured Parties’ Liens on such ABL Priority Collateral; provided that, the ABL Agent shall have furnished the Term Agent with seven days prior written notice of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed shall continue to exist to the same extent, and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b). In furtherance of, and subject to, the foregoing, the Term Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the ABL Agent in connection therewith. The Term Agent hereby appoints the ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to 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) In the event of (A) any private or public sale of all or any portion Upon execution and delivery of the ABL Priority New Notes and the tender of the June 4 Notes in exchange therefor, the parties to that certain Pledge and Security Agreement, dated as of June 4, 2020 (the “Security Agreement”), among the Company and each subsidiary of the Company party thereto, in favor of Starboard Value Intermediate Fund LP, in its capacity as collateral agent for the Buyers (the “Collateral in connection Agent” and, together with any Exercise of Secured Creditor Remedies by the ABL Agent or by any of other parties to the Security Agreement, the “Loan Parties”) agree (i) they shall have no further recourse to the Loan Parties with regards to the consent indebtedness evidenced by the June 4 Notes, (ii) all outstanding indebtedness (including, without limitation, all principal, interest and fees) and all other obligations of the ABL Agent after Company and the occurrence other Loan Parties under or relating to the June 4 Notes and during the continuance of an ABL Event of Default, or (B) any other sale, transfer or other disposition of all or any portion Security Documents in respect of the ABL Priority June 4 Notes are and shall be satisfied in full and irrevocably discharged, terminated and released, (iii) all security interests and other Liens granted to or held by the Collateral Agent for the benefit of the Collateral Agent in any Collateral (as defined in the Security Agreement) as security for such indebtedness or such other than Obligations are and shall be forever and irrevocably satisfied, released and discharged without any action by any Person, (iv) the Security Documents 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 (and is then permitted by the Term Documents without giving effect to any amendments thereof which are more restrictive than those provisions in effect on the date hereof), the Term Agent agrees, on behalf of itself and the Term Lenders that such sale, transfer or other disposition will be free and clear respect 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 the ABL Priority Collateral so sold, transferred, or disposed June 4 Notes shall terminate and be of no further force or effect other than those provisions therein that specifically survive termination and (v) the Loan Parties (or their respective counsel or designees) shall be automatically released without further action concurrently withauthorized to file the UCC (as defined in the Security Agreement) termination statements annexed hereto as Exhibit E, and to the same extent asfile intellectual property releases, to deliver control agreement terminations, to deliver landlord agreement terminations, and to file or deliver all other instruments, releases and documents reasonably necessary to evidence the release of the ABL Credit Parties’ Collateral Agent’s security interests and other Liens on such ABL Priority in the Collateral; provided provided, however, that, notwithstanding anything to the ABL Agent shall have furnished the Term Agent with seven days prior written notice contrary, all indemnification, reimbursement and other obligations of such guaranties, security agreements, pledge agreements and other Security Documents that expressly survive that termination of any such disposition; provided further that, for the avoidance of doubt, the Term Credit Parties’ Liens Security Document in respect of the Proceeds of such ABL Priority Collateral so sold, transferred, or disposed June 4 Notes shall continue to exist to the same extent, in full force and with the same relative priorities, as the ABL Credit Parties’ Liens on such Proceeds; and provided, further, that to the extent Proceeds are required to repay obligations, such Proceeds shall be applied in accordance with Section 4.1(b)effect. In furtherance of, and subject toFurther, the foregoing, the Term Collateral Agent agrees that it will promptly execute any and to take all Lien releases or other documents reasonably reasonable additional steps requested by the ABL Agent in connection therewith. The Term Agent hereby appoints Loan Parties, at the ABL Agent and any officer or duly authorized person sole expense of the ABL AgentLoan Parties, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney to be exercised if the Term Agent does not take such action within five (5) days after written notice, in the place and stead of the Term Agent and in the name of the Term Agent or in the ABL Agent’s own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish release its security interests in 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)Collateral.