Common use of Releases; Dispositions; Other Agreements Clause in Contracts

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable Documents or in accordance with the provisions of this Agreement, in each case without any consultation with or consent of any of the Junior Claimholders. (b) If, in connection with an Enforcement Action by the Priority Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt, the Priority Agent releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation of law), then the Liens of the Junior Agent on such Priority Collateral, shall be automatically, unconditionally, and simultaneously released to the extent, and only to the extent, the Priority Agent has released its Liens in such Priority Collateral. (c) If, in connection with any Disposition of any Priority Collateral permitted under the terms of the ABL Documents and the Term Loan Documents, each as in effect as of the date hereof, the Priority Agent releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, then the Liens of the Junior Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority Agent after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”), then the Liens of the Junior Agent shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority Agent also releases its Liens on such Priority Collateral, and (iii) the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority Agent and any officer or agent of the Priority Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent or in the Priority Agent’s own name, from time to time in the Priority Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantors. (g) To the extent any Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior Subject to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e)terms hereof, the Priority Agent First Lien Creditor shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable First Lien Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to Second Lien Creditor or any of the Junior ClaimholdersSecond Lien Claimholder. (b) If, in connection with an Enforcement Action by the Priority Agent First Lien Creditor as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt3, the Priority Agent First Lien Creditor releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation of law)) or releases the Debtor from its obligations in respect of the First Lien Debt, then the Liens of the Junior Agent Second Lien Creditor on such Priority Collateral, and the obligations of the Debtor in respect of the Second Lien Debt, shall be automatically, unconditionally, and simultaneously released to (unless such Enforcement Action was not conducted in accordance with applicable law as finally determined by a court of competent jurisdiction) and the extent, and only to the extent, the Priority Agent has released its Liens net cash proceeds of any such Enforcement Action are applied in such Priority Collateralaccordance with Section 4.1. (c) If, in connection with any Disposition of any Priority Collateral permitted under the terms of the ABL First Lien Documents and the Term Loan Documents, Second Lien Documents (as each as is in effect as of the date hereof), the Priority Agent First Lien Creditor releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, or releases the Debtor from its obligations in respect of the First Lien Debt (if the Debtor is the subject of such Disposition), in each case other than (i) in connection with the Payment in Full of First Lien Priority Debt, or (ii) after the occurrence and during the continuance of any Second Lien Default, then the Liens of the Junior Agent Second Lien Creditor on such Priority Collateral Collateral, and the obligations of the Debtor in respect of the Second Lien Debt, shall be automatically, unconditionally, and simultaneously release released so long as the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (the terms of the First Lien Documents as if they were Proceeds received in connection with an Enforcement Action)effect as of the date hereof. (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors the Debtor with the consent of the Priority Agent First Lien Creditor after the occurrence and during the continuance of an Event of a First Lien Default (and prior to the Payment in Full of the First Lien Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors the Debtors with the consent of the Priority Agent First Lien Creditor in connection with good faith efforts by the Priority Agent First Lien Creditor to collect the Priority First Lien Debt through the Disposition of Priority Collateral (any such Disposition, an a “Default Disposition”), then the Liens of the Junior Agent Second Lien Creditor on such Collateral shall be automatically, unconditionally, and simultaneously released (and, if the Default Disposition includes equity interests in the Debtor, Second Lien Creditor further agrees to release those persons whose equity interests are Disposed of from all of their obligations under the Second Lien Documents) so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority Agent First Lien Creditor also releases its Liens on such Priority CollateralCollateral (and, and if the Default Disposition includes Equity Interests in the Debtor, First Lien Creditor is also releasing those persons whose Equity Interests are Disposed of from all of their obligations under the First Lien Documents), (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement Action), (iii) the Debtor consummating such Default Disposition have (a) provided Second Lien Creditor with not less than 10 Business Days written notice, and (b) conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a disposition of collateral by a secured creditor in accordance with Article 9 of the UCC and (iv) no sales or dispositions may be made to the Debtor or Equity Sponsor or any of their Affiliates (unless such disposition is a sale pursuant to Section 363 of the Bankruptcy Code (or any similar provision of any other Bankruptcy Law) or a disposition pursuant to a public sale). (e) To the extent that the Liens of the Junior Agent Second Lien Creditor in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent Second Lien Creditor shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the GrantorsFirst Lien Creditor, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent First Lien Creditor may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent Second Lien Creditor shall not extend to or otherwise affect any of the rights, if any, of Agent Second Lien Creditor to the Proceeds proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent Second Lien Creditor in and to such Priority the Collateral are released, the Junior Agent Second Lien Creditor shall be automatically and irrevocably deemed to have authorized the Priority Agent First Lien Creditor to file UCC amendments releasing the Priority Collateral subject to such DispositionDisposition as to UCC financing statements between the Debtor and Second Lien Creditor or any other Second Lien Claimholder to evidence such release, (iii) the Junior Claimholders Second Lien Creditor shall be deemed to have consented under the applicable Second Lien Documents to such Disposition to the same extent as the consent of First Lien Creditor and the Priority other First Lien Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent Second Lien Creditor shall automatically attach to any Proceeds proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority First Lien Debt. (f) Until the Payment in Full of the applicable First Lien Priority Debt occurs, the Junior Agent Second Lien Creditor hereby irrevocably constitutes and appoints the Priority Agent First Lien Creditor and any officer or agent of the Priority AgentFirst Lien Creditor, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent Second Lien Creditor or such holder or in the Priority AgentFirst Lien Creditor’s own name, from time to time in the Priority AgentFirst Lien Creditor’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (g) To Until the Payment in Full of First Lien Priority Debt occurs, to the extent any that First Lien Creditor or the First Lien Claimholders (i) have released any Lien on their Collateral or any Grantor the Debtor with respect to their the First Lien Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor the Debtor or obtain a guaranty from any Grantor the Debtor of their the First Lien Debt, then other Claimholders Second Lien Creditor, for itself and for the Second Lien Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debtthe Debtor, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior Subject to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e)terms hereof, the Priority Agent First Lien Creditor shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable First Lien Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to Second Lien Creditors or any of the Junior ClaimholdersSecond Lien Claimholder. (b) If, in connection with an Enforcement Action by the Priority Agent First Lien Creditor as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt3, the Priority Agent First Lien Creditor releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation of law)) or releases the Debtor from its obligations in respect of the First Lien Debt, then the Liens of the Junior Agent Second Lien Creditors on such Priority Collateral, and the obligations of the Debtor in respect of the Second Lien Debt, shall be automatically, unconditionally, and simultaneously released to (unless such Enforcement Action was not conducted in accordance with applicable law as finally determined by a court of competent jurisdiction) and the extent, and only to the extent, the Priority Agent has released its Liens net cash proceeds of any such Enforcement Action are applied in such Priority Collateralaccordance with Section 4.1. (c) If, in connection with any Disposition of any Priority Collateral permitted under the terms of the ABL First Lien Documents and the Term Loan Documents, Second Lien Documents (as each as is in effect as of the date hereof), the Priority Agent First Lien Creditor releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, or releases the Debtor from its obligations in respect of the First Lien Debt (if the Debtor is the subject of such Disposition), in each case other than (i) in connection with the Payment in Full of First Lien Priority Debt, or (ii) after the occurrence and during the continuance of any Second Lien Default, then the Liens of the Junior Agent Second Lien Creditors on such Priority Collateral Collateral, and the obligations of the Debtor in respect of the Second Lien Debt, shall be automatically, unconditionally, and simultaneously release released so long as the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (the terms of the First Lien Documents as if they were Proceeds received in connection with an Enforcement Action)effect as of the date hereof. (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors the Debtor with the consent of the Priority Agent First Lien Creditor after the occurrence and during the continuance of an Event of a First Lien Default (and prior to the Payment in Full of the First Lien Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors the Debtors with the consent of the Priority Agent First Lien Creditor in connection with good faith efforts by the Priority Agent First Lien Creditor to collect the Priority First Lien Debt through the Disposition of Priority Collateral (any such Disposition, an a “Default Disposition”), then the Liens of the Junior Agent Second Lien Creditors on such Collateral shall be automatically, unconditionally, and simultaneously released (and, if the Default Disposition includes equity interests in the Debtor, each Second Lien Creditor further agrees to release those persons whose equity interests are Disposed of from all of their obligations under the Second Lien Documents) so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority Agent First Lien Creditor also releases its Liens on such Priority CollateralCollateral (and, and if the Default Disposition includes Equity Interests in the Debtor, First Lien Creditor is also releasing those persons whose Equity Interests are Disposed of from all of their obligations under the First Lien Documents), (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement Action), (iii) the Debtor consummating such Default Disposition have (a) provided each Second Lien Creditor with not less than 10 Business Days written notice, and (b) conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a disposition of collateral by a secured creditor in accordance with Article 9 of the UCC and (iv) no sales or dispositions may be made to the Debtor or Equity Sponsor or any of their Affiliates (unless such disposition is a sale pursuant to Section 363 of the Bankruptcy Code (or any similar provision of any other Bankruptcy Law) or a disposition pursuant to a public sale). (e) To the extent that the Liens of the Junior Agent Second Lien Creditors in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent Each Second Lien Creditor shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the GrantorsFirst Lien Creditor, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent First Lien Creditor may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent a Second Lien Creditor shall not extend to or otherwise affect any of the rights, if any, of Agent a Second Lien Creditor to the Proceeds proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent a Second Lien Creditor in and to such Priority the Collateral are released, the Junior Agent each Second Lien Creditor shall be automatically and irrevocably deemed to have authorized the Priority Agent First Lien Creditor to file UCC amendments releasing the Priority Collateral subject to such DispositionDisposition as to UCC financing statements between the Debtor and the Second Lien Creditors or any other Second Lien Claimholder to evidence such release, (iii) the Junior Claimholders each Second Lien Creditor shall be deemed to have consented under the applicable Second Lien Documents to such Disposition to the same extent as the consent of First Lien Creditor and the Priority other First Lien Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent each Second Lien Creditor shall automatically attach to any Proceeds proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority First Lien Debt. (f) Until the Payment in Full of the applicable First Lien Priority Debt occurs, the Junior Agent each Second Lien Creditor hereby irrevocably constitutes and appoints the Priority Agent First Lien Creditor and any officer or agent of the Priority AgentFirst Lien Creditor, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent such Second Lien Creditor or such holder or in the Priority AgentFirst Lien Creditor’s own name, from time to time in the Priority AgentFirst Lien Creditor’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (g) To Until the Payment in Full of First Lien Priority Debt occurs, to the extent any that First Lien Creditor or the First Lien Claimholders (i) have released any Lien on their Collateral or any Grantor the Debtor with respect to their the First Lien Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor the Debtor or obtain a guaranty from any Grantor the Debtor of their the First Lien Debt, then other Claimholders each Second Lien Creditor, for itself and for the Second Lien Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debtthe Debtor, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable Documents or in accordance with the provisions of this Agreement, in each case without any consultation with or consent of any of the Junior Claimholders. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority First Lien Agent as provided for in Section 3 and prior (with the proceeds thereof being applied to the Payment First Lien Priority Obligations with a concurrent permanent reduction in Full of the related Priority Debtcommitments), the Priority First Lien Agent releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation releases any Grantor from its obligations in respect of law)the First Lien Obligations, then the Liens Liens, of Second Lien Trustee on such Collateral, and the obligations of such Grantor in respect of the Junior Agent on such Priority CollateralSecond Lien Obligations, shall be automatically, unconditionally, and simultaneously released (and, if the release includes equity interests in any Grantor, Second Lien Trustee further agrees to release those persons whose equity interests are Disposed of from all of their obligations under the extentSecond Lien Documents). Second Lien Trustee, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to First Lien Agent such termination or amendment statements, releases, and only other documents as First Lien Agent may reasonably request to the extent, the Priority Agent has released its Liens in effectively confirm such Priority Collateralrelease. (cb) If, in connection with any Disposition of any Priority Collateral permitted under the terms of the ABL First Lien Loan Documents and the Term Loan Documents, each as in effect as of the date hereof, the Priority Agent First Lien Agent, for itself or on behalf of any First Lien Claimholders, releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, or releases any Grantor from its obligations in respect of the First Lien Obligations (if such Grantor is the subject of such Disposition), in each case other than (i) in connection with the Discharge of First Lien Priority Obligations, (ii) after the occurrence and during the continuance of any Second Lien Actionable Default, or (iii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any disposition of Collateral, then the Liens of the Junior Agent Second Lien Trustee on such Priority Collateral Collateral, and the obligations of such Grantor in respect of the Second Lien Obligations, shall be automatically, unconditionally, and simultaneously released (and, if the release so long as includes equity interests in any Grantor, Second Lien Trustee further agrees to release those persons whose equity interests are Disposed of from all of their obligations under the net cash Proceeds Second Lien Documents). Second Lien Trustee, for itself or on behalf of any such Default Disposition are applied in accordance with Section 4.1(a) (Second Lien Claimholders, promptly shall execute and deliver to First Lien Agent such termination or amendment statements, releases, and other documents as if they were Proceeds received in connection with an Enforcement Action)First Lien Agent may reasonably request to effectively confirm such release. (dc) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority First Lien Agent after the occurrence and during the continuance of an Event of a First Lien Default (and prior to the Payment in Full Discharge of the First Lien Priority DebtObligations), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority First Lien Agent in connection with good faith efforts by the Priority First Lien Agent to collect the Priority Debt First Lien Obligations through the Disposition of Priority Collateral (any such Disposition, an “a "Default Disposition”"), then the Liens of the Junior Agent Second Lien Trustee on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (and, if the Default Disposition includes equity interests in any Grantor, Second Lien Trustee further agrees to release those persons whose equity interests are Disposed of from all of their obligations under the Second Lien Documents); provided that (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority First Lien Agent also releases its Liens on such Priority CollateralCollateral (and, and if the Default Disposition includes equity interests in any Grantor, First Lien Agent is also releasing those persons whose equity interests are Disposed of from all of their obligations under the First Lien Loan Documents), (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement Action)Exercise of Secured Creditor Remedies) with a concurrent permanent reduction in commitments, and (iii) with respect to Collateral that is subject to Article 9 of the UCC, the Grantors consummating such Default Disposition have (a) provided Second Lien Trustee with the prior written notice that would have been required if the Default Disposition were a disposition of collateral by a secured creditor under Article 9 of the UCC, and (b) conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a disposition of collateral by a secured creditor in accordance with Article 9 of the UCC. (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (fd) Until the Payment in Full Discharge of the applicable First Lien Priority Debt Obligations occurs, the Junior Agent Second Lien Trustee, for itself and on behalf of Second Lien Claimholders, hereby irrevocably constitutes and appoints the Priority First Lien Agent and any officer or agent of the Priority First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent Second Lien Trustee or such holder or in the Priority First Lien Agent’s own name, from time to time in the Priority First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release release. This appointment is coupled with respect to an interest and is irrevocable until the Priority Collateral; provided that all Discharge of First Lien Obligations or such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorstime as this Agreement is terminated in accordance with its terms. (ge) To Until the Discharge of First Lien Priority Obligations occurs, to the extent any that First Lien Agent or First Lien Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debtthe First Lien Obligations, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debtthe First Lien Obligations, then other Claimholders Second Lien Trustee, for itself and for Second Lien Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their DebtGrantor, as the case may be, in each case subject to the priorities set forth in Section 2.1.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent The Senior Lenders shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable Senior Loan Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to any of the Junior ClaimholdersSubordinated Lender. (b) If, in connection with an Enforcement Action any Disposition in connection with the Exercise of Creditor Remedies by the Priority Agent any Senior Lender as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt3, the Priority Agent releases any of its Senior Lenders release Liens on any part of the Priority Collateral (or such Liens are released by operation of law)) or releases the Borrower from its obligations in respect of the Senior Obligations, then the Liens of the Junior Agent Subordinated Lenders on such Priority Collateral, and the obligations of the Borrower in respect of the Subordinated Obligations, shall be automatically, unconditionally, and simultaneously released to the extent, and only to the extent, the Priority Agent has released its Liens in such Priority Collateralreleased. (c) If, in connection with any Disposition of any Priority Collateral permitted under by the terms Borrower with the consent of the ABL Documents and the Term Loan DocumentsSenior Lenders, each as in effect as of the date hereof, the Priority Agent releases any of its The Senior Lenders release Liens on the portion of the Priority Collateral that is the subject of such Disposition, then the Liens of the Junior Agent Subordinated Lenders on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)released. (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority Agent after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”), then the Liens of the Junior Agent shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority Agent also releases its Liens on such Priority Collateral, and (iii) the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (e) To the extent that the Liens of the Junior Agent any Subordinated Lender in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent the Subordinated Lenders shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the GrantorsSenior Lenders, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent Senior Lenders may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent Subordinated Lenders shall not extend to or otherwise affect any of the rights, if any, of Agent the Subordinated Lenders to the Proceeds proceeds from any such Disposition of any CollateralCollateral (to the extent not applied to the repayment of the Senior Obligations), (ii) from and after the time that the Liens of the Priority Agent Subordinated Lenders in and to such Priority the Collateral are released, the Junior Agent Subordinated Lenders shall be automatically and irrevocably deemed to have authorized the Priority Agent Senior Lenders to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) Disposition as to UCC financing statements between the Junior Claimholders shall be deemed Borrower and any Subordinated Lender to have consented under the applicable Documents to evidence such Disposition to the same extent as the consent of the Priority Claimholdersrelease, and (iviii) in accordance with the provisions of applicable law, the Liens of the Junior Agent Subordinated Lenders shall automatically attach to any Proceeds proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority DebtSenior Obligations. (fe) Until the Payment in Full Discharge of the applicable Priority Debt Senior Obligations occurs, the Junior Agent each Subordinated Lender hereby irrevocably constitutes and appoints the Priority Agent each Senior Lender and any officer or agent of the Priority AgentSenior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent the Subordinated Lender or in the Priority AgentSenior Lender’s own name, from time to time in the Priority AgentSenior Lender’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any copyright mortgage reconveyances, financing statement amendments (form UCC-3UCC3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (g) To the extent any Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior If, in connection with the Exercise of Secured Creditor Remedies by First Lien Agent as provided for in Section 3 (with the proceeds thereof being applied to the Payment First Lien Priority Obligations with a concurrent permanent reduction in Full commitments), First Lien Agent releases any First Priority Liens on any part of the Collateral or releases any Guarantor from its obligations under the First Lien Obligations (other than any such release granted following the Discharge of First Lien Priority Obligations), then the Second Priority Liens of Collateral Agent on such Collateral, and the obligations of such Grantor in respect of the Second Lien Obligations, shall be automatically, unconditionally, and simultaneously released. Collateral Agent, for itself or on behalf of any Priority Debt and subject to such Second Lien Creditors, promptly shall, at the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms expense of the applicable Documents Issuers, execute and deliver to First Lien Agent such termination or in accordance with the provisions of this Agreementamendment statements, in each case without any consultation with or consent of any of the Junior Claimholdersreleases, and other documents as First Lien Agent may reasonably request to effectively confirm such release. (b) If, in connection with an Enforcement Action by any Disposition of any Collateral permitted under the Priority Agent as provided for in Section 3 and prior to the Payment in Full terms of the related Priority DebtFirst Lien Loan Documents and Second Lien Documents as in effect as of the date hereof, the Priority Agent First Lien Agent, for itself or on behalf of any First Lien Creditors, releases any of its First Priority Liens on any part the portion of the Collateral that is the subject of such Disposition, or releases any Guarantor from its obligations under the First Lien Obligations, in each case other than in connection with the Discharge of First Lien Priority Collateral (or such Liens are released by operation of law)Obligations, then the Second Priority Liens and the obligations of such Grantor in respect of the Junior Agent on such Priority CollateralSecond Lien Obligations, shall be automatically, unconditionally, and simultaneously released released. Collateral Agent, for itself and/or on behalf of any such Second Lien Creditors, promptly shall, at the expense of the Issuers, execute and deliver to the extentFirst Lien Agent such termination or amendment statements, releases, and only other documents as First Lien Agent may reasonably request to the extent, the Priority Agent has released its Liens in effectively confirm such Priority Collateralrelease. (c) If, in connection with any Disposition of any Priority Collateral permitted under the terms of the ABL Documents and the Term Loan Documents, each as in effect as of the date hereof, the Priority Agent releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, then the Liens of the Junior Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority First Lien Agent after the occurrence and during the continuance of an Event of a First Lien Default (and prior to the Payment in Full Discharge of the First Lien Priority DebtObligations), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority First Lien Agent in connection with good faith efforts by the Priority First Lien Agent to collect the Priority Debt First Lien Obligations through the Disposition of Priority Collateral (any such Disposition, an a “Default Disposition”), then the Second Priority Liens of the Junior Agent shall be automatically, unconditionally, and simultaneously released so long as (and, if the Default Disposition includes equity interests in any Grantor, Collateral Agent further agrees to release those persons whose equity interests are Disposed of from all of their obligations under the Second Lien Documents); provided that (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority First Lien Agent also releases its Liens on such Priority CollateralCollateral (and, and if the Default Disposition includes equity interests in any Grantor, First Lien Agent is also releasing those persons whose equity interests are Disposed of from all of their obligations under the First Lien Loan Documents), (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement Action)Exercise of Secured Creditor Remedies) with a concurrent permanent reduction in commitments by a corresponding amount, and (iii) with respect to Collateral that is subject to Article 9 of the UCC, the Grantors consummating such Default Disposition have (a) provided Collateral Agent with the prior written notice that would have been required if the Default Disposition were a disposition of collateral by a secured creditor under Article 9 of the UCC and (b) conducted such Default Disposition in a commercially reasonable manner. (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (fd) Until the Payment in Full Discharge of the applicable First Lien Priority Debt Obligations occurs, the Junior Agent Collateral Agent, for itself and on behalf of Second Lien Creditors, hereby irrevocably constitutes and appoints the Priority First Lien Agent and any officer or agent of the Priority First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Collateral Agent or such holder or in the Priority First Lien Agent’s own name, from time to time in the Priority First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (ge) To Until the Discharge of First Lien Priority Obligations occurs, to the extent any Claimholders that First Lien Agent or First Lien Creditors (i) have released any Lien on their Collateral or any Grantor with respect to their Debtthe First Lien Obligations, and any such First Priority Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debtthe First Lien Obligations, then other Claimholders Collateral Agent, for itself and for Second Lien Creditors, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their DebtGrantor, as the case may be. (f) In any event in which the Collateral Agent acknowledges its release of its Lien or any portion thereof, it shall be entitled to receive an Opinion of Counsel, Officer’s Certificate and other documents as may be required by the Second Lien Documents in connection with releases of Collateral (as such terms are defined in the Second Lien Indenture) at the sole cost and expense of the Issuers.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to Until the Payment in Full Discharge of any First Lien Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e)Obligations occurs, the Priority First Lien Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable First Lien Debt Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to Second Lien Agent or any of the Junior ClaimholdersSecond Lien Claimholder. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority First Lien Agent as provided for in Section 3 and prior or other sale by any Grantor after a First Lien Default (in each case, with the proceeds thereof being applied to the Payment First Lien Priority Obligations as provided in Full of the related Priority DebtSection 4.1 above), the Priority First Lien Agent releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation releases any Grantor from its obligations in respect of law)the First Lien Obligations, then the Liens Liens, of the Junior Second Lien Agent on such Priority Collateral, and the obligations of such Grantor in respect of the Second Lien Obligations, shall be automatically, unconditionally, and simultaneously released released. Second Lien Agent, for itself or on behalf of any such Second Lien Claimholders, at the Grantor’s expense, promptly shall execute and deliver to the extentFirst Lien Agent such termination or amendment statements, releases, and only other documents as First Lien Agent may request in writing to the extent, the Priority Agent has released its Liens in effectively confirm such Priority Collateralrelease. (c) If, in connection with any Disposition of any Priority Collateral or release or subordination that is permitted or required under the terms of the ABL First Lien Debt Documents and (including, without limitation, any release under the Term Loan DocumentsFirst Lien Debt Documents in connection with assets to be acquired pursuant to purchase money financing or a lease), each as in effect as of the date hereof, the Priority First Lien Agent releases or subordinates to the Liens of any other creditor of a Grantor any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, then release or subordination, or releases any Grantor from its obligations in respect of the First Lien Obligations (if such Grantor is the subject of such Disposition), then, provided that no Second Lien Default has occurred and is continuing and subject to Section 2.1, the Liens of the Junior Second Lien Agent on such Priority Collateral and/or the obligations of such Grantor in respect of the Second Lien Obligations (as the case may be), shall be automatically, unconditionally, and simultaneously release so long released or subordinated, as the net cash Proceeds applicable. Second Lien Agent, for itself or on behalf of any such Default Disposition are applied Second Lien Claimholders, promptly (and in accordance with Section 4.1(aany event, within five (5) (Business Days of receipt of a written request therefor) shall, at the Grantor’s expense, execute and deliver to First Lien Agent and the Grantors such termination or amendment statements, releases, subordination agreements and other documents as if they were Proceeds received First Lien Agent or the Grantors, as applicable, may request in connection with an Enforcement Action)writing to effectively confirm such release or subordination, as applicable. (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority First Lien Agent after the occurrence and during the continuance of an Event of a First Lien Default (and prior to the Payment in Full Discharge of the First Lien Priority DebtObligations), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority First Lien Agent in connection with good faith efforts by the Priority First Lien Agent to collect the Priority Debt First Lien Obligations through the Disposition of Priority Collateral (any such Disposition, an a “Default Disposition”), then the Liens of the Junior Second Lien Agent on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (and, if the Default Disposition includes equity interests in any Grantor, then those Persons whose equity interests are Disposed of shall also be automatically, unconditionally, and simultaneously released from all of their obligations under the Second Lien Debt Documents); provided that (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority First Lien Agent also releases its Liens on such Priority CollateralCollateral (and, and if the Default Disposition includes equity interests in any Grantor, First Lien Agent is also releasing those Persons whose equity interests are Disposed of from all of their obligations under the First Lien Debt Documents), (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement ActionExercise of Secured Creditor Remedies), and (iii) with respect to Collateral that is subject to Article 9 of the UCC, the Grantors consummating such Default Disposition have (a) provided Second Lien Agent with the prior written notice that would have been required if the Default Disposition were a disposition of collateral by a secured creditor under Article 9 of the UCC, and (b) conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a disposition of collateral by a secured creditor in accordance with Article 9 of the UCC. (e) To Until the extent that the Liens Discharge of the Junior Agent in and to any First Lien Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptlyObligations occurs, upon the written request of the Priority Second Lien Agent, at the joint for itself and several expense on behalf of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Second Lien Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority First Lien Agent and any officer or agent of the Priority First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Second Lien Agent or such holder or in the Priority First Lien Agent’s own name, from time to time in the Priority First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, 5.1 and Section 4.2 to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.15.1 and Section 4.2, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (gf) To Until the Discharge of First Lien Priority Obligations occurs, to the extent any that First Lien Agent or First Lien Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debtthe First Lien Obligations, and any such Liens (other than on the Second Lien Carveout) or obligations are later reinstated, or (ii) obtain any new Liens (other than on the Second Lien Carveout) from any Grantor or obtain a guaranty from any Grantor of their Debtthe First Lien Obligations, then other Claimholders Second Lien Agent, for itself and for Second Lien Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their DebtGrantor, as the case may be. (g) Notwithstanding anything contained in this Section 5 to the contrary, (i) if the Liens securing the First Lien Priority Obligations are released in connection with the Discharge of First Lien Priority Obligations (without a contemporaneous incurrence of new or replacement First Lien Obligations), the second-priority Liens on the Second Lien Collateral will not be required to be released (except to the extent the Second Lien Collateral or any portion thereof was disposed of or otherwise transferred or used in order to repay the First Lien Priority Obligations secured by the Second Lien Collateral) and (ii) any release effected or occasioned by the terms of this Section 5 by Second Lien Agent of any Lien in favor of the Second Lien Agent or any of the Second Lien Claimholders shall not extend to or otherwise affect any of the rights of the Second Lien Agent or any Second Lien Claimholder arising under the Second Lien Debt Documents to any proceeds of any disposition of any Second Lien Collateral occurring in connection with such release; provided that such rights to such proceeds shall be subject in all respects to the terms and conditions of this Agreement

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to the Payment in Full Discharge of any Priority Debt Revolving Obligations and subject to the other specific provisions of this Agreement including Section 5.1(e)3.4, the Priority Revolving Collateral Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Revolving Priority Collateral pursuant to the terms of the applicable Revolving Loan Documents or in accordance with the provisions of this Agreement, in each case without any consultation with or consent of of, the Notes Collateral Agent or any of the Junior ClaimholdersNotes Claimholder. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority Revolving Collateral Agent as provided for in Section 3 irrespective of whether a Notes Default has occurred and prior to the Payment in Full of the related Priority Debtis continuing, the Priority Revolving Collateral Agent releases any of its Liens on any part of the Revolving Priority Collateral (or such Liens are released by operation of law)Collateral, then the Liens of the Junior Notes Collateral Agent on such Revolving Priority Collateral, Collateral shall be automatically, unconditionally, and simultaneously released released; provided, however, that any proceeds remaining after the Discharge of Revolving Obligations shall be subject to the extentLiens of the Notes Claimholders. The Notes Collateral Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to the Revolving Collateral Agent such termination or amendment statements, releases, and only other documents as the Revolving Collateral Agent may request to effectively confirm such release, at the extentcost and expense of the Parent, and without the Priority Agent has released its Liens in such Priority Collateralconsent or direction of any other Notes Claimholders. (c) Prior to the Discharge of Notes Obligations and subject to Section 3.4, the Notes Collateral Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Notes Priority Collateral pursuant to the terms of the Notes Documents or in accordance with the provisions of this Agreement, without any consultation with or consent of the Revolving Collateral Agent or any Revolving Claimholder. (d) If, in connection with the Exercise of Secured Creditor Remedies by the Notes Collateral Agent as provided for in Section 3, irrespective of whether a Revolving Default has occurred and is continuing, the Notes Collateral Agent releases any of its Liens on any part of the Notes Priority Collateral, then the Liens of the Revolving Collateral Agent on such Notes Priority Collateral shall be automatically, unconditionally, and simultaneously released; provided, however, that any proceeds remaining after the Discharge of Notes Obligations shall be subject to the Liens of the Revolving Claimholders. The Revolving Collateral Agent, for itself or on behalf of any such Revolving Claimholders, promptly shall execute and deliver to the Notes Collateral Agent such termination or amendment statements, releases, and other documents as the Notes Collateral Agent may request to effectively confirm such release, at the cost and expense of the Parent, and without the consent or direction of any other Revolving Claimholders. (e) If, in connection with any Disposition of any Revolving Priority Collateral permitted under the terms of the ABL Revolving Loan Documents and the Term Loan Notes Documents, each as in effect as the Revolving Collateral Agent, for itself or on behalf of the date hereofany Revolving Claimholders, the Priority Agent releases any of its Liens on the portion of the Revolving Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of Revolving Obligations, or (ii) after the occurrence and during the continuance of any Notes Default, then the Liens of the Junior Notes Collateral Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds released. The Notes Collateral Agent, for itself or on behalf of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority Agent after the occurrence Notes Claimholders, promptly shall execute and during the continuance of an Event of Default (and prior deliver to the Payment in Full of the Priority Debt)Revolving Collateral Agent such termination or amendment statements, including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”), then the Liens of the Junior Agent shall be automatically, unconditionallyreleases, and simultaneously released so long other documents as (i) the Revolving Collateral Agent may request to effectively confirm such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority Agent also releases its Liens on such Priority Collateral, and (iii) the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agentrelease, at the joint cost and several expense of the GrantorsParent, execute and deliver such release documents and confirmations of without the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release consent or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition direction of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority other Notes Claimholders. The Notes Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority Revolving Collateral Agent and any officer or agent duly authorized person of the Priority Revolving Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority of attorney in the place and stead of Junior the Notes Collateral Agent and in the name of the Notes Collateral Agent or in the Priority Revolving Collateral Agent’s own name, from time to time time, in the Priority Revolving Collateral Agent’s sole discretion, for the purpose purposes of carrying out the terms of this Section 5.1Sections 5.1(b) and (e), to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that as may be necessary or desirable to accomplish the purposes of this Section 5.1Sections 5.1(b) and (e), including any financing statement amendments (form UCC-3) or any other endorsements statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). (f) If, in connection with any Disposition of any Notes Priority Collateral permitted under the terms of the Notes Documents and the Revolving Loan Documents, the Notes Collateral Agent, for itself or release on behalf of any Notes Claimholders, releases any of its Liens on the portion of the Notes Priority Collateral that is the subject of such Disposition, other than (i) in connection with respect the Discharge of Notes Obligations, or (ii) after the occurrence and during the continuance of any Revolving Default, then the Liens of the Revolving Collateral Agent on such Collateral shall be automatically, unconditionally, and simultaneously released. The Revolving Collateral Agent, for itself or on behalf of any such Revolving Claimholders, promptly shall execute and deliver to the Priority Collateral; provided that all Notes Collateral Agent such actions must be made without recourse termination or warranty amendment statements, releases, and other documents as the Notes Collateral Agent may request to effectively confirm such release, at the Junior Claimholders cost and the expenses expense of the Junior Parent, and without the consent or direction of any other Revolving Claimholders. The Revolving Collateral Agent shall have been reimbursed by hereby appoints the GrantorsNotes Collateral Agent and any officer or duly authorized person of the Notes Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Revolving Collateral Agent and in the name of the Revolving Collateral Agent or in the Notes Collateral Agent’s own name, from time to time, in the Notes Collateral Agent’s sole discretion, for the purposes of carrying out the terms of Sections 5.1(d) and (f), 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 Sections 5.1(d) and (f), including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). (g) To In the extent event of any Claimholders private or public Disposition of (i) have released any Lien on their Collateral all or any Grantor material portion of the Revolving Priority Collateral by one or more Grantors with respect the consent of the Revolving Collateral Agent after the occurrence and during the continuance of a Revolving Default (and prior to their Debt, and any such Liens or obligations are later reinstated, the Discharge of Revolving Obligations) or (ii) obtain all or any new Liens from any Grantor material portion of the Notes Priority Collateral by one or obtain more Grantors with the consent of the Notes Collateral Agent after the occurrence and during the continuance of a guaranty from any Grantor of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject Notes Default (and prior to the terms (including Discharge of Notes Obligations), which Disposition is conducted by such Grantors with the lien subordination provisions) consent of this Agreementthe Revolving Collateral Agent in the case of the former, and a guaranty from such Grantor or the Notes Collateral Agent in the case of their Debtthe latter, in connection with good faith efforts by the Revolving Collateral Agent or the Notes Collateral Agent, as the case may be, to collect the Revolving Obligations through the Disposition of Revolving Priority Collateral or the Notes Obligations through the Disposition of Notes Priority Collateral (in either case, any such Disposition, a “Default Disposition”), then the Liens of the Notes Collateral Agent, if any, on such Revolving Priority Collateral and the Liens of the Revolving Collateral Agent, if any, on such Notes Priority Collateral shall be automatically, unconditionally, and simultaneously released; provided that with respect to Collateral that is subject to Article 9 of the UCC, the Grantors consummating such Default Disposition have (i) provided the applicable party with the prior written notice that would have been required if the Default Disposition were a Disposition of collateral by a secured creditor under Article 9 of the UCC, and (ii) conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a Disposition of collateral by a secured creditor in accordance with Article 9 of the UCC; provided, further, that any proceeds of such Default Disposition are applied pursuant to Section 4.1.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to Until the Payment in Full of any ABL Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e)occurs, the Priority ABL Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority ABL Collateral pursuant to the terms of the applicable ABL Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to Term Loan Agent or any of the Junior ClaimholdersTerm Loan Claimholder. (b) If, in connection with an Enforcement Action by the Priority ABL Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt3, the Priority ABL Agent releases any of its Liens on any part of the Priority ABL Collateral (or such Liens are released by operation of law)) or releases any ABL Grantor from its obligations in respect of the ABL Debt, then the Liens of the Junior Term Loan Agent on such Priority Collateral, ABL Collateral shall be automatically, unconditionally, and simultaneously released released; provided, that no release of the Liens of Term Loan Agent with respect to any ABL Collateral will be deemed to have occurred (a) upon the Payment in Full of ABL Priority Debt (other than a Payment in Full of ABL Priority Debt occurring as a result of the application of the proceeds of the Disposition of such property to the extent, ABL Priority Debt) or (b) in a Refinancing of ABL Priority Debt with secured indebtedness that is incurred contemporaneously with or promptly after the payment or discharge of such pre-existing ABL Priority Debt and only to the extent, the that constitutes ABL Priority Agent has released its Liens in such Priority CollateralDebt. (c) If, in connection with any Disposition of any Priority ABL Collateral permitted under the terms of the ABL Documents and the Term Loan Documents, each as in effect as of the date hereof, the Priority ABL Agent releases any of its Liens on the portion of the Priority ABL Collateral that is the subject of such Disposition, or releases any ABL Grantor from its obligations in respect of the ABL Debt (if such ABL Grantor is the subject of such Disposition), in each case other than (i) in connection with the Payment in Full of ABL Priority Debt, or (ii) after the occurrence and during the continuance of any Term Loan Default, then the Liens of the Junior Term Loan Agent on such Priority Collateral ABL Collateral, and the obligations of such Grantor in respect of the Term Loan Debt, shall be automatically, unconditionally, and simultaneously released; provided, that no release so long as of the net cash Proceeds Liens of Term Loan Agent with respect to any ABL Collateral will be deemed to have occurred in a Refinancing of ABL Priority Debt with secured indebtedness that is incurred contemporaneously with or promptly after the payment or discharge of such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)pre-existing ABL Priority Debt and that constitutes ABL Priority Debt. (d) In the event of any private or public Disposition of all or any material portion of the Priority ABL Collateral by one or more ABL Grantors with the consent of the Priority ABL Agent after the occurrence and during the continuance of an Event of a ABL Default (and prior to the Payment in Full of the ABL Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such ABL Grantors with the consent of the Priority ABL Agent in connection with good faith efforts by the Priority ABL Agent to collect the ABL Priority Debt through the Disposition of Priority ABL Collateral (any such Disposition, an “a "Default Disposition”"), then the Liens of the Junior Term Loan Agent on such ABL Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority ABL Agent also releases its Liens on such Priority ABL Collateral, and (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement Action), and (iii) with respect to ABL Collateral that is subject to Article 9 of the UCC, the ABL Grantors consummating such Default Disposition have conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a disposition of collateral by a secured creditor in accordance with Article 9 of the UCC. (e) To the extent that the Liens of the Junior Term Loan Agent in and to any Priority ABL Collateral are to be released as provided in this Section 5.1, (i) The Junior Term Loan Agent shall promptly, upon the written request of the Priority ABL Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority ABL Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Term Loan Agent shall not extend to or otherwise affect any of the rights, if any, of Term Loan Agent to the Proceeds proceeds from any such Disposition of any ABL Collateral, (ii) from and after the time that the Liens of the Priority Term Loan Agent in and to such Priority the ABL Collateral are released, the Junior Term Loan Agent shall be automatically and irrevocably deemed to have authorized the Priority ABL Agent to file UCC amendments releasing the Priority ABL Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed Disposition as to have consented under the applicable Documents UCC financing statements between any ABL Grantor and Term Loan Agent or any other Term Loan Claimholder to evidence such Disposition to the same extent as the consent of the Priority Claimholdersrelease, and (iviii) in accordance with the provisions of applicable law, the Liens of the Junior Term Loan Agent shall automatically attach to any Proceeds proceeds of any ABL Collateral subject to any such Disposition to the extent not used to repay ABL Priority DebtDebt in accordance with the terms of this Agreement. (f) Until the Payment in Full of the applicable ABL Priority Debt occurs, the Junior Term Loan Agent hereby irrevocably constitutes and appoints the Priority ABL Agent and any officer or agent of the Priority ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Term Loan Agent or such holder or in the Priority ABL Agent’s 's own name, from time to time in the Priority ABL Agent’s 's discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3UCC3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (g) To Until the Payment in Full of ABL Priority Debt occurs, to the extent any that ABL Agent or the ABL Claimholders (i) have released any Lien on their ABL Collateral or any ABL Grantor with respect to their the ABL Priority Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor (other than with respect to ABL Foreign Collateral) or obtain a guaranty from any Grantor of their Debtthe ABL Debt (other than with respect to the ABL Canadian Obligations), then other Claimholders Term Loan Agent, for itself and for the Term Loan Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisionsprovisions to the extent constituting ABL Collateral) of this Agreement, and a guaranty from such Grantor of their DebtGrantor, as the case may be. (h) Notwithstanding anything contained in this Agreement to the contrary, in the event of any Disposition or series of related Dispositions that includes ABL Collateral and Term Loan Priority Collateral free and clear of the Liens on such Collateral, then solely for purposes of this Agreement, unless otherwise agreed by ABL Agent and Term Loan Agent, the proceeds of any such Disposition shall be allocated to the ABL Collateral in an amount not less than the sum of (A) the book value determined in accordance with GAAP, but not less than cost, of any ABL Collateral consisting of inventory that is the subject of such Disposition (or, in the case of a Disposition of Equity Interests issued by a Grantor, any ABL Collateral consisting of inventory in which such Grantor has an interest), determined as of the date of such Disposition and (B) the book value determined in accordance with GAAP of any ABL Collateral consisting of accounts that are the subject of such Disposition (or, in the case of a Disposition of Equity Interests issued by a Grantor, any ABL Collateral consisting of accounts in which such Grantor has an interest), determined as of the date of such Disposition.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior If, in connection with the Exercise of Secured Creditor Remedies by the Revolving Collateral Agent with respect to the Payment Revolving Priority Collateral as provided for in Full of Section 3 (including any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Revolving Priority Collateral pursuant to by any Grantor with the consent of the Revolving Collateral Agent acting in accordance with the terms of the applicable Documents or Revolving Collateral Documents), the Revolving Collateral Agent, for itself and on behalf of the other Revolving Claimholders, releases any of its Revolving Liens on any part of the Revolving Priority Collateral, then the Term Liens of the Term Collateral Agent on such Revolving Priority Collateral shall be automatically, unconditionally, and simultaneously released; provided, however, that, to the extent the Proceeds of such Revolving Priority Collateral are not applied to reduce Revolving Obligations in accordance with Section 4.1(a), the Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the provisions terms of this Agreement. The Term Collateral Agent, for itself or on behalf of the other Term Claimholders, promptly shall execute and deliver to the Revolving Collateral Agent such termination or amendment statements, releases, and other documents as the Revolving Collateral Agent may reasonably request in each case writing to effectively confirm such release, at the cost and expense of the Issuers and without any consultation with the consent or consent direction of any of the Junior other Term Claimholders. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Term Collateral Agent with respect to Term Priority Agent Collateral as provided for in Section 3 and prior to (including any Disposition of any Term Priority Collateral by any Grantor with the Payment in Full consent of the related Priority DebtTerm Collateral Agent acting in accordance with the terms of the Term Documents), the Priority Agent Term Collateral Agent, for itself and on behalf of the other Term Claimholders, releases any of its Term Liens on any part of the Term Priority Collateral (or such Liens are released by operation of law)Collateral, then the Revolving Liens of the Junior Revolving Collateral Agent on such Term Priority Collateral, Collateral shall be automatically, unconditionally, and simultaneously released released; provided, however, that, to the extentextent the Proceeds of such Term Priority Collateral are not applied to reduce Term Obligations in accordance with Section 4.1(b), the Revolving Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The Revolving Collateral Agent, for itself or on behalf of the other Revolving Claimholders, promptly shall execute and deliver to the Term Collateral Agent such termination or amendment statements, releases, and only other documents as the Term Collateral Agent may reasonably request to effectively confirm such release (it being understood that the extentTerm Collateral Agent shall not be obligated to request any such termination or amendment statements, releases or other documents), at the Priority Agent has released its Liens in such Priority Collateralcost and expense of the Grantors and without the consent or direction of any other Revolving Claimholders. (c) If, in connection with any Disposition of any Revolving Priority Collateral permitted under the terms of the ABL Revolving Loan Documents and not prohibited under the terms of the Term Loan Documents, each as in effect as the Revolving Collateral Agent, for itself and on behalf of the date hereofother Revolving Claimholders, the Priority Agent releases any of its Revolving Liens on the portion of the Revolving Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of Revolving Obligations or (ii) after the occurrence and during the continuance of any Term Default, then the Term Liens of the Junior Term Collateral Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as released; provided, that to the net cash extent the Proceeds of any such Default Disposition Revolving Priority Collateral are not applied to reduce Revolving Obligations in accordance with Section 4.1(a), the Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The Term Collateral Agent, for itself or on behalf of the other Term Claimholders, promptly shall execute and deliver to the Revolving Collateral Agent such termination or amendment statements, releases, and other documents as the Revolving Collateral Agent may reasonably request to effectively confirm such release, at the cost and expense of the Grantors and without the consent or direction of any other Term Claimholders. The Term Liens on the Revolving Priority Collateral that otherwise would have been released pursuant to the first sentence of this paragraph (c) but for the application of subclause (as if they were Proceeds received ii) in connection with an Enforcement Action)such sentence will be automatically, unconditionally and simultaneously released when such Term Default and all other Term Defaults cease to exist. (d) In the event If, in connection with any Disposition of any private or public Disposition Term Priority Collateral permitted under the terms of all or the Term Documents and not prohibited under the terms of the Revolving Loan Documents, the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, releases any material of its Term Liens on the portion of the Term Priority Collateral by one or more Grantors that is the subject of such Disposition, other than (i) in connection with the consent Discharge of the Priority Agent Term Obligations or (ii) after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”)Revolving Default, then the Revolving Liens of the Junior Revolving Collateral Agent on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) released; provided that to the extent the Proceeds of such Default Disposition is conducted by Term Priority Collateral are not applied to reduce Term Obligations in accordance with Section 4.1(b), the applicable Grantor(s) in Revolving Collateral Agent shall retain a commercially reasonable manner (as if Lien on such Disposition were a disposition of collateral by a secured party Proceeds in accordance with the UCCterms of this Agreement. The Revolving Collateral Agent, for itself or on behalf of the other Revolving Claimholders, promptly shall execute and deliver to the Term Collateral Agent such termination or amendment statements, releases, and other documents as the Term Collateral Agent may reasonably request to effectively confirm such release (it being understood that the Term Collateral Agent shall not be obligated to request any such termination or amendment statements, releases or other documents), at the cost and expense of the Grantors and without the consent or direction of any other Revolving Claimholders. The Revolving Liens on the Term Priority Collateral that otherwise would have been released pursuant to the first sentence of this paragraph (d) and in accordance with applicable law, but for the application of subclause (ii) the Priority Agent also releases its Liens on in such Priority Collateralsentence will be automatically, unconditionally and (iii) the net cash Proceeds of any simultaneously released when such Revolving Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)and all other Revolving Defaults cease to exist. (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full Discharge of the applicable Priority Debt Revolving Obligations occurs, the Junior Agent Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby irrevocably constitutes and appoints the Priority Revolving Collateral Agent and any officer or agent of the Priority Revolving Collateral Agent, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of Junior the Term Collateral Agent or the other Term Claimholders, as the case may be, or in the Priority Revolving Collateral Agent’s own name, from time to time as elected by the Revolving Collateral Agent in the Priority Agent’s discretiongood faith, for the purpose of carrying out the terms of this Section 5.15.1 with respect to Revolving Priority Collateral, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that which may be necessary to accomplish the purposes of this Section 5.15.1 with respect to Revolving Priority Collateral, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (gf) To Until the Discharge of Revolving Obligations occurs, to the extent any that the Revolving Claimholders (i) have released any Lien on their Revolving Priority Collateral and any such Lien is later reinstated or (ii) obtain any Grantor new Lien on assets constituting Revolving Priority Collateral from Grantors, then, subject to the proviso contained in Section 2.3, the Term Claimholders shall be granted a Lien on any such Revolving Priority Collateral, subject to the relative Lien priorities set forth in Section 2.1. (g) Until the Discharge of Term Obligations occurs, the Revolving Collateral Agent, for itself and on behalf of the other Revolving Claimholders, hereby irrevocably constitutes and appoints the Term Collateral Agent and any officer or agent of the Term Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Revolving Collateral Agent or the other Revolving Claimholders, as the case may be, or in the Term Collateral Agent’s own name, from time to time as elected by the Term Collateral Agent in accordance with the Term Documents, for the purpose of carrying out the terms of this Section 5.1 with respect to their DebtTerm Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1 with respect to Term Priority Collateral, including any endorsements or other instruments of transfer or release. (h) Until the Discharge of Term Obligations occurs, to the extent that the Term Claimholders (i) have released any Lien on Term Priority Collateral and any such Liens or obligations are Lien is later reinstated, reinstated or (ii) obtain any new Liens on assets constituting Term Priority Collateral from any Grantor or obtain a guaranty from any Grantor of their DebtGrantors, then other then, subject to the proviso contained in Section 2.3, the Revolving Claimholders shall be entitled to obtain granted a Lien on any such Term Priority Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may berelative Lien priorities set forth in Section 2.1.

Releases; Dispositions; Other Agreements. 5.1 5.1. Releases. (a) Prior If, in connection with the Exercise of Secured Creditor Remedies by the ABL Collateral Agent with respect to the Payment ABL Priority Collateral as provided for in Full of Section 3 (including any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of any ABL Priority Collateral pursuant to by any Grantor with the consent of the ABL Collateral Agent acting in accordance with the terms of the applicable Documents or ABL Documents), the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, releases any of its ABL Liens on any part of the ABL Priority Collateral, then the Term Liens of the Term Collateral Agent on such ABL Priority Collateral shall be automatically, unconditionally, and simultaneously released; provided, however, that, to the extent the Proceeds of such ABL Priority Collateral are not applied to reduce ABL Obligations in accordance with Section 4.1(a), the Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the provisions terms of this Agreement. The Term Collateral Agent, for itself or on behalf of the other Term Claimholders, promptly shall execute and deliver to the ABL Collateral Agent such termination or amendment statements, releases, and other documents as the ABL Collateral Agent may reasonably request in each case writing to effectively confirm such release, at the cost and expense of the Borrower and without any consultation with the consent or consent direction of any of the Junior other Term Claimholders. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Term Collateral Agent with respect to Term Priority Agent Collateral as provided for in Section 3 and prior to (including any Disposition of any Term Priority Collateral by any Grantor with the Payment in Full consent of the related Priority DebtTerm Collateral Agent acting in accordance with the terms of the Term Loan Documents), the Priority Agent Term Collateral Agent, for itself and on behalf of the other Term Claimholders, releases any of its Term Liens on any part of the Term Priority Collateral (or such Liens are released by operation of law)Collateral, then the ABL Liens of the Junior ABL Collateral Agent on such Term Priority Collateral, Collateral shall be automatically, unconditionally, and simultaneously released released; provided, however, that, to the extentextent the Proceeds of such Term Priority Collateral are not applied to reduce Term Obligations in accordance with Section 4.1(b), the ABL Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The ABL Collateral Agent, for itself or on behalf of the other ABL Claimholders, promptly shall execute and deliver to the Term Collateral Agent such termination or amendment statements, releases, and only other documents as the Term Collateral Agent may reasonably request to effectively confirm such release, at the extent, cost and expense of the Priority Agent has released its Liens in such Priority CollateralBorrower and without the consent or direction of any other ABL Claimholders. (c) If, in connection with any Disposition of any ABL Priority Collateral permitted under the terms of the ABL Loan Documents and not prohibited under the terms of the Term Loan Documents, each as in effect as the ABL Collateral Agent, for itself and on behalf of the date hereofother ABL Claimholders, the Priority Agent releases any of its ABL Liens on the portion of the ABL Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of ABL Obligations or (ii) after the occurrence and during the continuance of any Term Default, then the Term Liens of the Junior Term Collateral Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as released; provided, that to the net cash extent the Proceeds of any such Default Disposition ABL Priority Collateral are not applied to reduce ABL Obligations in accordance with Section 4.1(a), the Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The Term Collateral Agent, for itself or on behalf of the other Term Claimholders, promptly shall execute and deliver to the ABL Collateral Agent such termination or amendment statements, releases, and other documents as the ABL Collateral Agent may reasonably request to effectively confirm such release, at the cost and expense of the Borrower and without the consent or direction of any other Term Claimholders. The Term Liens on the ABL Priority Collateral that otherwise would have been released pursuant to the first sentence of this paragraph (c) but for the application of subclause (as if they were Proceeds received ii) in connection with an Enforcement Action)such sentence will be automatically, unconditionally and simultaneously released when such Term Default and all other Term Defaults cease to exist. (d) In the event If, in connection with any Disposition of any private or public Disposition Term Priority Collateral permitted under the terms of all or the Term Loan Documents and not prohibited under the terms of the ABL Loan Documents, the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, releases any material of its Term Liens on the portion of the Term Priority Collateral by one or more Grantors that is the subject of such Disposition, other than (i) in connection with the consent Discharge of the Priority Agent Term Obligations or (ii) after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”)ABL Default, then the ABL Liens of the Junior ABL Collateral Agent on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) released; provided that to the extent the Proceeds of such Default Disposition is conducted by Term Priority Collateral are not applied to reduce Term Obligations in accordance with Section 4.1(b), the applicable Grantor(s) in ABL Collateral Agent shall retain a commercially reasonable manner (as if Lien on such Disposition were a disposition of collateral by a secured party Proceeds in accordance with the UCCterms of this Agreement. The ABL Collateral Agent, for itself or on behalf of the other ABL Claimholders, promptly shall execute and deliver to the Term Collateral Agent such termination or amendment statements, releases, and other documents as the Term Collateral Agent may reasonably request to effectively confirm such release, at the cost and expense of the Borrower and without the consent or direction of any other ABL Claimholders. The ABL Liens on the Term Priority Collateral that otherwise would have been released pursuant to the first sentence of this paragraph (d) and in accordance with applicable law, but for the application of subclause (ii) the Priority Agent also releases its Liens on in such Priority Collateralsentence will be automatically, unconditionally and (iii) the net cash Proceeds of any simultaneously released when such ABL Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)and all other ABL Defaults cease to exist. (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full Discharge of the applicable Priority Debt ABL Obligations occurs, the Junior Agent Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby irrevocably constitutes and appoints the Priority ABL Collateral Agent and any officer or agent of the Priority ABL Collateral Agent, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of Junior the Term Collateral Agent or the other Term Claimholders, as the case may be, or in the Priority ABL Collateral Agent’s own name, from time to time as elected by the ABL Collateral Agent in the Priority Agent’s discretiongood faith, for the purpose of carrying out the terms of this Section 5.15.1 with respect to ABL Priority Collateral, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that which may be necessary to accomplish the purposes of this Section 5.15.1 with respect to ABL Priority Collateral, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (gf) To Until the Discharge of ABL Obligations occurs, to the extent any that the ABL Claimholders (i) have released any Lien on their ABL Priority Collateral and any such Lien is later reinstated or (ii) obtain any Grantor new Lien on assets constituting ABL Priority Collateral from Grantors, then, subject to the proviso contained in Section 2.3, the Term Claimholders shall be granted a Lien on any such ABL Priority Collateral, subject to the relative Lien priorities set forth in Section 2.1. (g) Until the Discharge of Term Obligations occurs, the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, hereby irrevocably constitutes and appoints the Term Collateral Agent and any officer or agent of the Term Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the ABL Collateral Agent or the other ABL Claimholders, as the case may be, or in the Term Collateral Agent’s own name, from time to time as elected by the Term Collateral Agent in good faith, for the purpose of carrying out the terms of this Section 5.1 with respect to their DebtTerm Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1 with respect to Term Priority Collateral, including any endorsements or other instruments of transfer or release. (h) Until the Discharge of Term Obligations occurs, to the extent that the Term Claimholders (i) have released any Lien on Term Priority Collateral and any such Liens or obligations are Lien is later reinstated, reinstated or (ii) obtain any new Liens on assets constituting Term Priority Collateral from any Grantor or obtain a guaranty from any Grantor of their DebtGrantors, then other then, subject to the proviso contained in Section 2.3, the ABL Claimholders shall be entitled to obtain granted a Lien on any such Term Priority Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may berelative Lien priorities set forth in Section 2.1.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable Documents or in accordance with the provisions of this Agreement, in each case without any consultation with or consent of any of the Junior Claimholders. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority First Lien Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt3, the Priority First Lien Agent releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation releases any Grantor from its obligations in respect of law)the First Lien Obligations, then the Liens of the Junior Second Lien Agent on such Priority Collateral, and the obligations of such Grantor in respect of the Second Lien Obligations, shall be automatically, unconditionally, and simultaneously released released. Second Lien Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the extentFirst Lien Agent such termination or amendment statements, releases, and only other documents as First Lien Agent may reasonably request to the extenteffectively confirm such release and in recordable form, the Priority Agent has released its Liens in such Priority Collateralif appropriate. (cb) If, in connection with any Disposition of any Priority Collateral permitted under the terms of the ABL Documents and the Term First Lien Loan Documents, each as in effect as First Lien Agent, for itself or on behalf of the date hereofany First Lien Claimholders, the Priority Agent releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, or releases any Grantor from its obligations in respect of the First Lien Obligations (if such Grantor is the subject of such Disposition), then the Liens on such Collateral in favor of the Junior Second Lien Agent on and the obligations of such Priority Collateral Grantor in respect of the Second Lien Obligations, shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds released. Second Lien Agent, for itself or on behalf of any such Default Disposition are applied Second Lien Claimholders, promptly shall execute and deliver to First Lien Agent such termination or amendment statements, releases, and other documents as First Lien Agent may reasonably request to effectively confirm such release and in accordance with Section 4.1(a) (as recordable form, if they were Proceeds received in connection with an Enforcement Action)appropriate. (dc) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority Agent after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”)First Lien Agent, then the Liens of the Junior Second Lien Agent on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority released; provided that First Lien Agent also releases its Liens on such Priority Collateral. Second Lien Agent, and (iii) the net cash Proceeds for itself or on behalf of any such Default Disposition are applied Second Lien Claimholders, promptly shall execute and deliver to First Lien Agent such termination or amendment statements, releases, and other documents as First Lien Agent may reasonably request to effectively confirm such release and in accordance with Section 4.1(a) (as recordable form, if they were Proceeds received in connection with an Enforcement Action)appropriate. (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (fd) Until the Payment in Full Discharge of the applicable Priority Debt First Lien Obligations occurs, the Junior Agent Second Lien Agent, for itself and on behalf of Second Lien Claimholders, hereby irrevocably constitutes and appoints the Priority First Lien Agent and any officer or agent of the Priority First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Second Lien Agent or such holder or in the Priority First Lien Agent’s own name, from time to time in the Priority First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (ge) To Until the Discharge of First Lien Obligations occurs, to the extent any that First Lien Agent or First Lien Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debtthe First Lien Obligations, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debtthe First Lien Obligations, then other Claimholders Second Lien Agent, for itself and for Second Lien Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their DebtGrantor, as the case may be. (f) If First Lien Agent requests a Lien release or acknowledgment from the Second Lien Agent which the Second Lien Agent is obligated to give under this Section 5.1 or otherwise, the Second Lien Agent shall execute, have notarized (if applicable) and deliver such release or acknowledgment to First Lien Agent.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable Documents or in accordance with the provisions of this Agreement, in each case without any consultation with or consent of any of the Junior Claimholders. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority ABL Agent as provided for in Section 3 3, irrespective of whether an ABL Default or a Notes Default has occurred and prior to the Payment in Full of the related Priority Debtis continuing, the Priority ABL Agent releases any of its Liens on any part of the ABL Priority Collateral (or such Liens are released by operation of law)Collateral, then the Liens of the Junior Notes Agent on such ABL Priority Collateral, Collateral shall be automatically, unconditionally, and simultaneously released so long as all proceeds therefrom are applied to permanently repay the ABL Obligations and the then outstanding commitments to extend credit under the ABL Credit Agreement are terminated; provided, however, that any proceeds remaining after the Discharge of ABL Obligations shall be subject to the extentLiens of the Notes Claimholders. Notes Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to ABL Agent such termination or amendment statements, releases, and only other documents as ABL Agent may request in writing to effectively confirm such release, without the consent or direction of any other Notes Claimholders at the cost and expense of the Grantors. (b) If, in connection with the Exercise of Secured Creditor Remedies by Notes Agent as provided for in Section 3, irrespective of whether an ABL Default or a Notes Default has occurred and is continuing, Notes Agent releases any of its Liens on any part of the Notes Priority Collateral, then the Liens, if any, of ABL Agent on such Notes Priority Collateral shall be automatically, unconditionally, and simultaneously released so long as all proceeds therefrom are applied to permanently repay, repurchase or otherwise retire the Notes Obligations; provided, however, that any proceeds remaining after the Discharge of Notes Obligations shall be subject to the extentLiens of the ABL Claimholders. ABL Agent, for itself or on behalf of any such ABL Claimholders, promptly shall execute and deliver to Notes Agent such termination or amendment statements, releases, and other documents as Notes Agent may request in writing to effectively confirm such release, without the Priority Agent has released its Liens in such Priority Collateralconsent or direction of any other ABL Claimholders at the cost and expense of the Grantors. (c) If, in connection with any Disposition of any ABL Priority Collateral permitted under the terms of the ABL Loan Documents and, the Notes Documents and the Term Loan Documents, each any Other Pari Passu Lien Obligations Agreement as in effect as at the time of the date hereofsuch Disposition, the Priority Agent ABL Agent, for itself or on behalf of any ABL Claimholders, releases any of its Liens on the portion of the ABL Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of ABL Obligations, or (ii) after the occurrence and during the continuance of any Notes Default, then the Liens of the Junior Notes Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds released. Notes Agent, for itself or on behalf of any such Default Disposition are applied Notes Claimholders, promptly shall execute and deliver to ABL Agent such termination or amendment statements, releases, and other documents as ABL Agent may request in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)writing to effectively confirm such release, without the consent or direction of any other Notes Claimholders provided that such Grantors have delivered such certificates or other documents to which the Notes Agent may be entitled under the Notes Documents and the Other Pari Passu Lien Obligations Agreement. (d) In the event If, in connection with any Disposition of any private Notes Priority Collateral permitted under the terms of the Notes Documents and the ABL Loan Documents as in effect at the time of such Disposition, Notes Agent, for itself or public Disposition on behalf of all or any material Notes Claimholders, releases any of its Liens on the portion of the Notes Priority Collateral by one or more Grantors that is the subject of such Disposition, other than (i) in connection with the consent Discharge of the Priority Agent Notes Obligations, or (ii) after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”)ABL Default, then the Liens of the Junior ABL Agent on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable lawreleased. ABL Agent, (ii) the Priority Agent also releases its Liens for itself or on such Priority Collateral, and (iii) the net cash Proceeds behalf of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent ABL Claimholders, promptly shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver to Notes Agent such release termination or amendment statements, releases, and other documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Notes Agent may reasonably require in connection with such Disposition request to evidence and effectuate effectively confirm such release; provided, that any such release without the consent or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition direction of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority other ABL Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority Agent and any officer or agent of the Priority Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent or in the Priority Agent’s own name, from time to time in the Priority Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantors. (g) To the extent any Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 5.1. Releases.. Other than with respect to the Second Lien DIP Priority Account Collateral: (a) Prior to Until the Payment in Full of any the First Lien Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e)occurs, the Priority First Lien Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable First Lien Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to Second Lien Agent or any of the Junior ClaimholdersSecond Lien Claimholder. (b) If, in connection with an Enforcement Action by the Priority First Lien Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt3, the Priority First Lien Agent releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation of law)) or releases any Grantor from its obligations in respect of the First Lien Debt, then the Liens of the Junior Second Lien Agent on such Priority Collateral, and the obligations of such Grantor in respect of the Second Lien Debt, shall be automatically, unconditionally, and simultaneously released released; provided, that no release of the Liens of Second Lien Agent with respect to any Collateral will be deemed to have occurred (i) in connection with the extent, Payment in Full of First Lien Priority Debt or (ii) in a Refinancing of First Lien Priority Debt with secured indebtedness that is incurred contemporaneously with or promptly after the payment or discharge of such pre-existing First Lien Priority Debt and only to the extent, the that constitutes First Lien Priority Agent has released its Liens in such Priority CollateralDebt. (c) If, in connection with any Disposition of any Priority Collateral permitted under the terms of the ABL First Lien Documents and the Term Loan Documents, each Second Lien Documents as in effect as of on the date hereofhereof (or, if less restrictive to Grantors, on the Priority date of such disposition), First Lien Agent releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, or releases any Grantor from its obligations in respect of the First Lien Debt (if such Grantor is the subject of such Disposition), other than in connection with the Payment in Full of First Lien Priority Debt, then the Liens of the Junior Second Lien Agent on such Priority Collateral Collateral, and the obligations of such Grantor in respect of the Second Lien Debt, shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)released. (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority First Lien Agent after the occurrence and during the continuance of an Event of a First Lien Default (and prior to the Payment in Full of the First Lien Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority First Lien Agent in connection with good faith efforts by the Priority First Lien Agent to collect the First Lien Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “a "Default Disposition”"), then the Liens of the Junior Second Lien Agent on such Collateral shall be automatically, unconditionally, and simultaneously released (and, if the Default Disposition includes Equity Interests in any Grantor, Second Lien Agent further agrees to release those Grantors whose Equity Interests are Disposed of from all of their obligations under the Second Lien Documents) so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority First Lien Agent also releases its Liens on such Priority CollateralCollateral (and, and if the Default Disposition includes Equity Interests in any Grantor, First Lien Agent is also releasing those Grantors whose Equity Interests are Disposed of from all of their obligations under the First Lien Documents), (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement Action), and (iii) with respect to Collateral that is subject to Article 9 of the UCC, the Grantors consummating such Default Disposition have conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a disposition of collateral by a secured creditor in accordance with Article 9 of the UCC. (e) To the extent that the Liens of the Junior Second Lien Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Second Lien Agent shall promptly, upon the written request of the Priority First Lien Agent, and at the joint and several expense of the Grantors' expense, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority First Lien Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Second Lien Agent shall not extend to or otherwise affect any of the rights, if any, of Second Lien Agent to the Proceeds proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Second Lien Agent in and to such Priority the Collateral are released, the Junior Second Lien Agent shall be automatically and irrevocably deemed to have authorized the Priority First Lien Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed Disposition as to have consented under the applicable Documents UCC financing statements between any Grantor and Second Lien Agent or any other Second Lien Claimholder to evidence such Disposition to the same extent as the consent of the Priority Claimholdersrelease, and (iviii) in accordance with the provisions of applicable law, the Liens of the Junior Second Lien Agent shall automatically attach to any Proceeds proceeds of any Collateral subject to any such Disposition to the extent not used to repay First Lien Priority Debt. (f) Until the Payment in Full of the applicable First Lien Priority Debt occurs, the Junior Second Lien Agent hereby irrevocably constitutes and appoints the Priority First Lien Agent and any officer or agent of the Priority First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent Second Lien Agent, or such holder or in the Priority First Lien Agent’s 's own name, from time to time in the Priority First Lien Agent’s 's discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (g) To Until the Payment in Full of First Lien Priority Debt occurs, to the extent any that First Lien Agent or the First Lien Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their the First Lien Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their the First Lien Debt, then other Claimholders Second Lien Agent, for itself and for the Second Lien Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their DebtGrantor, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 5.1. Releases. (a) Prior If, in connection with the Exercise of Secured Creditor Remedies by the ABL Collateral Agent with respect to the Payment ABL Priority Collateral as provided for in Full of Section 3 (including any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of any ABL Priority Collateral pursuant to by any Grantor with the consent of the ABL Collateral Agent acting in accordance with the terms of the applicable Documents or ABL Documents), the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, releases any of its ABL Liens on any part of the ABL Priority Collateral, then the Term Liens of the Term Collateral Agent on such ABL Priority Collateral shall be automatically, unconditionally, and simultaneously released; provided, however, that, to the extent the Proceeds of such ABL Priority Collateral are not applied to reduce ABL Obligations in accordance with Section 4.1(a), the Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the provisions terms of this Agreement. The Term Collateral Agent, for itself or on behalf of the other Term Claimholders, promptly shall execute and deliver to the ABL Collateral Agent such termination or amendment statements, releases, and other documents as the ABL Collateral Agent may reasonably request in each case writing to effectively confirm such release, at the cost and expense of the Company and without any consultation with the consent or consent direction of any of the Junior other Term Claimholders. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Term Collateral Agent with respect to Term Priority Agent Collateral as provided for in Section 3 and prior to (including any Disposition of any Term Priority Collateral by any Grantor with the Payment in Full consent of the related Priority DebtTerm Collateral Agent acting in accordance with the terms of the Term Loan Documents), the Priority Agent Term Collateral Agent, for itself and on behalf of the other Term Claimholders, releases any of its Term Liens on any part of the Term Priority Collateral (or such Liens are released by operation of law)Collateral, then the ABL Liens of the Junior ABL Collateral Agent on such Term Priority Collateral, Collateral shall be automatically, unconditionally, and simultaneously released released; provided, however, that, to the extentextent the Proceeds of such Term Priority Collateral are not applied to reduce Term Obligations in accordance with Section 4.1(b), the ABL Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The ABL Collateral Agent, for itself or on behalf of the other ABL Claimholders, promptly shall execute and deliver to the Term Collateral Agent such termination or amendment statements, releases, and only other documents as the Term Collateral Agent may reasonably request to effectively confirm such release, at the extent, cost and expense of the Priority Agent has released its Liens in such Priority CollateralCompany and without the consent or direction of any other ABL Claimholders. (c) If, in connection with any Disposition of any ABL Priority Collateral permitted under the terms of the ABL Loan Documents and not prohibited under the terms of the Term Loan Documents, each as in effect as the ABL Collateral Agent, for itself and on behalf of the date hereofother ABL Claimholders, the Priority Agent releases any of its ABL Liens on the portion of the ABL Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of ABL Obligations or (ii) after the occurrence and during the continuance of any Term Default, then the Term Liens of the Junior Term Collateral Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as released; provided, that to the net cash extent the Proceeds of any such Default Disposition ABL Priority Collateral are not applied to reduce ABL Obligations in accordance with Section 4.1(a), the Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The Term Collateral Agent, for itself or on behalf of the other Term Claimholders, promptly shall execute and deliver to the ABL Collateral Agent such termination or amendment statements, releases, and other documents as the ABL Collateral Agent may reasonably request to effectively confirm such release, at the cost and expense of the Company and without the consent or direction of any other Term Claimholders. The Term Liens on the ABL Priority Collateral that otherwise would have been released pursuant to the first sentence of this paragraph (c) but for the application of subclause (as if they were Proceeds received ii) in connection with an Enforcement Action)such sentence will be automatically, unconditionally and simultaneously released when such Term Default and all other Term Defaults cease to exist. (d) In the event If, in connection with any Disposition of any private or public Disposition Term Priority Collateral permitted under the terms of all or the Term Loan Documents and not prohibited under the terms of the ABL Loan Documents, the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, releases any material of its Term Liens on the portion of the Term Priority Collateral by one or more Grantors that is the subject of such Disposition, other than (i) in connection with the consent Discharge of the Priority Agent Term Obligations or (ii) after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”)ABL Default, then the ABL Liens of the Junior ABL Collateral Agent on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) released; provided that to the extent the Proceeds of such Default Disposition is conducted by Term Priority Collateral are not applied to reduce Term Obligations in accordance with Section 4.1(b), the applicable Grantor(s) in ABL Collateral Agent shall retain a commercially reasonable manner (as if Lien on such Disposition were a disposition of collateral by a secured party Proceeds in accordance with the UCCterms of this Agreement. The ABL Collateral Agent, for itself or on behalf of the other ABL Claimholders, promptly shall execute and deliver to the Term Collateral Agent such termination or amendment statements, releases, and other documents as the Term Collateral Agent may reasonably request to effectively confirm such release, at the cost and expense of the Company and without the consent or direction of any other ABL Claimholders. The ABL Liens on the Term Priority Collateral that otherwise would have been released pursuant to the first sentence of this paragraph (d) and in accordance with applicable law, but for the application of subclause (ii) the Priority Agent also releases its Liens on in such Priority Collateralsentence will be automatically, unconditionally and (iii) the net cash Proceeds of any simultaneously released when such ABL Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)and all other ABL Defaults cease to exist. (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full Discharge of the applicable Priority Debt ABL Obligations occurs, the Junior Agent Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby irrevocably constitutes and appoints the Priority ABL Collateral Agent and any officer or agent of the Priority ABL Collateral Agent, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of Junior the Term Collateral Agent or the other Term Claimholders, as the case may be, or in the Priority ABL Collateral Agent’s own name, from time to time as elected by the ABL Collateral Agent in the Priority Agent’s discretiongood faith, for the purpose of carrying out the terms of this Section 5.15.1 with respect to ABL Priority Collateral, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that which may be necessary to accomplish the purposes of this Section 5.15.1 with respect to ABL Priority Collateral, including any financing statement amendments (form UCC-3) or endorsements, any other endorsements such endorsement to be written record, or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (gf) To Until the Discharge of ABL Obligations occurs, to the extent any that the ABL Claimholders (i) have released any Lien on their ABL Priority Collateral and any such Lien is later reinstated or (ii) obtain any Grantor new Lien on assets constituting ABL Priority Collateral from Grantors, then, subject to the proviso contained in Section 2.3, the Term Claimholders shall be granted a Lien on any such ABL Priority Collateral, subject to the relative Lien priorities set forth in Section 2.1. (g) Until the Discharge of Term Obligations occurs, the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, hereby irrevocably constitutes and appoints the Term Collateral Agent and any officer or agent of the Term Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the ABL Collateral Agent or the other ABL Claimholders, as the case may be, or in the Term Collateral Agent’s own name, from time to time as elected by the Term Collateral Agent in good faith, for the purpose of carrying out the terms of this Section 5.1 with respect to their DebtTerm Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1 with respect to Term Priority Collateral, including any endorsements, any such endorsement to be written record, or other instruments of transfer or release. (h) Until the Discharge of Term Obligations occurs, to the extent that the Term Claimholders (i) have released any Lien on Term Priority Collateral and any such Liens or obligations are Lien is later reinstated, reinstated or (ii) obtain any new Liens on assets constituting Term Priority Collateral from any Grantor or obtain a guaranty from any Grantor of their DebtGrantors, then other then, subject to the proviso contained in Section 2.3, the ABL Claimholders shall be entitled to obtain granted a Lien on any such Term Priority Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may berelative Lien priorities set forth in Section 2.1.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior Other than as set forth in Section 6.4, if, prior to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms Discharge of the applicable Documents or in accordance with the provisions of this Agreement, in each case without any consultation with or consent of any of the Junior Claimholders. (b) IfABL Priority Obligations, in connection with an Enforcement Action by the Priority Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority Debta Release Event, the Priority ABL Agent releases any of its Liens on any part of the Priority Collateral or in connection with a Disposition of the equity interests of any Obligor, releases such Obligor from its obligations in respect of the ABL Obligations (or collectively, an “ABL Post-Default Disposition”), following the written request of the ABL Agent setting forth in reasonable detail the material terms of the applicable transaction with respect to any Collateral, then by no later than five (5) Business Days of receipt of such notice, the Term Agent shall release the Lien of Term Agent on such Collateral, and the obligations of such Obligor in respect of the Term Loan Obligations, to the extent of the release provided by the ABL Agent: provided, however, that any failure by the Term Agent to so release its Liens, shall, in any event, result in such Liens on such Collateral being automatically, unconditionally and simultaneously released on the sixth (6th) Business Day following receipt of such written notice; provided, further, that the proceeds of such Disposition shall be applied in the order and priority set forth in Section 4.1 of this Agreement, and (y) the Liens securing the Term Loan Obligations shall remain on the proceeds of any Collateral disposed of until applied in the order of priority set forth in Section 4.1 of this Agreement to the extent that the Liens on such proceeds are released by operation of law)valid, then perfected, enforceable and not subject to avoidance and with the same relative priorities with respect to the Liens of the Junior ABL Agent as required pursuant to Section 2.1. Term Agent, for itself or on behalf of any such Priority CollateralTerm Loan Claimholders, promptly shall be automaticallyexecute and deliver to ABL Agent such termination or amendment statements, unconditionallyreleases, and simultaneously released other documents as ABL Agent may request to the extent, and only to the extent, the Priority Agent has released its Liens in effectively confirm such Priority Collateralrelease. (b) Except as provided in Section 5.1(a) and (c) If), in connection with as applicable, neither the ABL Agent nor the Term Agent shall have any Disposition obligation to release any of its Liens on any portion of the Collateral that is the subject of any Priority Collateral permitted under the terms Disposition, or release any Obligor from its obligations in respect of the ABL Obligations or Term Loan Obligations, as applicable, unless such Disposition is permitted under both the ABL Loan Documents as in effect as of the date hereof and the Term Loan Documents, each Documents as in effect as of the date hereof, the Priority Agent releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, then the Liens of the Junior Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (dc) In Until the event Discharge of any private or public Disposition of all or any material portion of the ABL Priority Collateral by one or more Grantors with the consent of the Priority Agent after the occurrence and during the continuance of an Event of Default (and prior Obligations occurs, to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”), then the Liens of the Junior Agent shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority Agent also releases its Liens on such Priority Collateral, and (iii) the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority Agent and any officer or agent of the Priority Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior ABL Agent or in the Priority Agent’s own name, from time to time in the Priority Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantors. (g) To the extent any ABL Claimholders (i) have released any Lien on their Collateral or any Grantor Obligor with respect to their Debtthe ABL Obligations, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor Obligor with respect to any Collateral or obtain a guaranty from any Grantor Obligor of their Debtthe ABL Obligations, then other Claimholders Term Agent, for itself and for Term Loan Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their DebtObligor, as the case may be. (d) Until the Discharge of Term Loan Priority Obligations occurs, to the extent that Term Agent or Term Loan Claimholders (i) have released any Lien on Collateral or any Obligor with respect to the Term Loan Obligations, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Obligor with respect to any collateral or obtain a guaranty from any Obligor of the Term Loan Obligations, then ABL Agent, for itself and for ABL Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Obligor, as the case may be. No such reinstatement of the Liens of the Term Agent and Term Loan Claimholders shall in any event require the ABL Agent or the ABL Claimholders to pay over to the Term Agent or the Term Loan Claimholders any amounts which the ABL Agent or the ABL Claimholders may have received in connection with and after the release of their Liens on such Collateral prior to such reinstatement.

Releases; Dispositions; Other Agreements. 5.1 5.1. Releases. (a) Prior to the Payment in Full Discharge of any Priority Debt Revolving Obligations and subject to the other specific provisions of this Agreement including Section 5.1(e)3.7, the Priority Revolving Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Revolving Priority Collateral pursuant to the terms of the applicable Revolving Loan Documents or in accordance with the provisions of this Agreement, in each case upon five Business Days’ prior written notice to the Notes Collateral Agent, but without any consultation with or consent of, Notes Collateral Agent or any Notes Claimholder; provided, however that the Revolving Agent shall provide ten Business Days’ prior written notice to the Notes Collateral Agent before any Disposition by Revolving Agent by public auction, private sale or a “store closing,” “going out of business” or similar sale, whether in bulk, in lots or any other Disposition of such Collateral not in the Junior Claimholdersordinary course of Grantor’s business. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority Revolving Agent as provided for in Section 3 3, irrespective of whether a Revolving Default or a Notes Default has occurred and prior to the Payment in Full of the related Priority Debtis continuing, the Priority Revolving Agent releases any of its Liens on any part of the Revolving Priority Collateral (or such Liens are released by operation of law)Collateral, then the Liens of the Junior Notes Collateral Agent on such Revolving Priority Collateral, Collateral shall be automatically, unconditionally, and simultaneously released released; provided, however, that any proceeds remaining after the Discharge of Revolving Obligations shall be subject to the extentLiens of the Notes Claimholders. Notes Collateral Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to Revolving Agent such termination or amendment statements, releases, and only other documents as Revolving Agent may request to effectively confirm such release, at the extent, cost and expense of Headwaters and without the Priority Agent has released its Liens in such Priority Collateralconsent or direction of any other Notes Claimholders. (c) Prior to the Discharge of Notes Obligations, Notes Collateral Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Notes Priority Collateral pursuant to the terms of the Notes Documents or in accordance with the provisions of this Agreement, in each case upon five Business Days’ prior written notice to Revolving Agent, but without any consultation with or consent of the Revolving Agent or any Revolving Claimholder; provided, however that the Notes Collateral Agent shall provide ten Business Days’ prior written notice to the Revolving Agent before any Disposition by Notes Collateral Agent by public auction, private sale or a “store closing,” “going out of business” or similar sale, whether in bulk, in lots or any other Disposition of such Collateral not in the ordinary course of Grantor’s business. (d) If, in connection with the Exercise of Secured Creditor Remedies by Notes Collateral Agent as provided for in Section 3, irrespective of whether a Revolving Default or a Notes Default has occurred and is continuing, Notes Collateral Agent releases any of its Liens on any part of the Notes Priority Collateral, then the Liens of Revolving Agent on such Notes Priority Collateral shall be automatically, unconditionally, and simultaneously released; provided, however, that any proceeds remaining after the Discharge of Notes Obligations shall be subject to the Liens of the Revolving Claimholders. Revolving Agent, for itself or on behalf of any such Revolving Claimholders, promptly shall execute and deliver to Notes Collateral Agent such termination or amendment statements, releases, and other documents as Notes Collateral Agent may request to effectively confirm such release, at the cost and expense of Headwaters and without the consent or direction of any other Revolving Claimholders. (e) If, in connection with any Disposition of any Revolving Priority Collateral permitted under the terms of the ABL Revolving Loan Documents and the Term Loan Documents, each as in effect as of the date hereof, the Priority Agent Revolving Agent, for itself or on behalf of any Revolving Claimholders, releases any of its Liens on the portion of the Revolving Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of Revolving Obligations, or (ii) after the occurrence and during the continuance of any Notes Default, then the Liens of the Junior Notes Collateral Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds released. Notes Collateral Agent, for itself or on behalf of any such Default Disposition are applied in accordance with Section 4.1(aNotes Claimholders, promptly shall execute and deliver to Revolving Agent such termination or amendment statements, releases, and other documents as Revolving Agent may request to effectively confirm such release, at the cost and expense of Headwaters and without the consent or direction of any other Notes Claimholders. (f) (as if they were Proceeds received If, in connection with an Enforcement Action)any Disposition of any Notes Priority Collateral permitted under the terms of the Notes Documents as in effect as of the date hereof, Notes Collateral Agent, for itself or on behalf of any Notes Claimholders, releases any of its Liens on the portion of the Notes Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of Notes Obligations, or (ii) after the occurrence and during the continuance of any Revolving Default, then the Liens of Revolving Agent on such Collateral shall be automatically, unconditionally, and simultaneously released. Revolving Agent, for itself or on behalf of any such Revolving Claimholders, promptly shall execute and deliver to Notes Collateral Agent such termination or amendment statements, releases, and other documents as Notes Collateral Agent may request to effectively confirm such release, at the cost and expense of Headwaters and without the consent or direction of any other Revolving Claimholders. (dg) In the event of any private or public Disposition of (i) all or any material portion of the Revolving Priority Collateral by one or more Grantors with the consent of the Priority Revolving Agent after the occurrence and during the continuance of an Event of a Revolving Default (and prior to the Payment in Full Discharge of Revolving Obligations) or (ii) all or any material portion of the Notes Priority DebtCollateral by one or more Grantors with the consent of Notes Collateral Agent after the occurrence and during the continuance of a Notes Default (and prior to the Discharge of Notes Obligations), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of Revolving Agent in the Priority case of the former, or Notes Collateral Agent in the case of the latter, in connection with good faith efforts by Revolving Agent or Notes Collateral Agent, as the Priority Agent case may be, to collect the Priority Debt Revolving Obligations through the Disposition of Revolving Priority Collateral or the Notes Obligations through the Disposition of Notes Priority Collateral (in either case, any such Disposition, an a “Default Disposition”), then the Liens of Notes Collateral Agent, if any, on such Revolving Priority Collateral and the Junior Agent Liens of Revolving Agent, if any, on such Notes Priority Collateral shall be automatically, unconditionally, and simultaneously released so long as released; provided that with respect to Collateral that is subject to Article 9 of the UCC, the Grantors consummating such Default Disposition have (i) such Default Disposition is conducted by provided the applicable Grantor(s) in a commercially reasonable manner (as party with the prior written notice that would have been required if such the Default Disposition were a disposition of collateral by a secured party creditor under Article 9 of the UCC, and (ii) conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a disposition of collateral by a secured creditor in accordance with Article 9 of the UCC) and in accordance with applicable law, (ii) the Priority Agent also releases its Liens on such Priority Collateral, and (iii) the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority Agent and any officer or agent of the Priority Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent or in the Priority Agent’s own name, from time to time in the Priority Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantors. (g) To the extent any Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority First Lien Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable First Lien Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to Second Lien Agent or any of the Junior ClaimholdersSecond Lien Claimholder. (b) If, in connection with an Enforcement Action by the Priority Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority DebtAction, the Priority First Lien Agent releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation of law)) or releases any Grantor from its obligations in respect of the First Lien Debt, then the Liens of the Junior Second Lien Agent on such Priority Collateral, and the obligations of such Grantor in respect of the Second Lien Debt, shall be automatically, unconditionally, and simultaneously released to the extent, and only to the extent, the Priority Agent has released its Liens in such Priority Collateralreleased. (c) If, in connection with any Disposition of any Priority Collateral permitted under the terms of the ABL First Lien Documents and the Term Loan Documents, each as in effect as of the date hereof, the Priority First Lien Agent releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, or releases any Grantor from its obligations in respect of the First Lien Debt (if such Grantor is the subject of such Disposition), in each case other than (i) in connection with the Payment in Full of First Lien Debt, or (ii) after the occurrence and during the continuance of any Second Lien Default, then the Liens of the Junior Second Lien Agent on such Priority Collateral Collateral, and the obligations of such Grantor in respect of the Second Lien Debt, shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)released. (d) In the event of any private or public Disposition of all or any a material portion of the Priority Collateral by one or more Grantors with the consent of the Priority First Lien Agent after the occurrence and during the continuance of an Event of a First Lien Default (and prior to the Payment in Full of the Priority First Lien Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority First Lien Agent in connection with good faith efforts by the Priority First Lien Agent to collect the Priority First Lien Debt through the Disposition of Priority Collateral (any such Disposition, an a “Default Disposition”), then the Liens of the Junior Second Lien Agent on such Collateral shall be automatically, unconditionally, and simultaneously released (and, if the Default Disposition includes equity interests in any Grantor, Second Lien Agent further agrees to release those persons whose equity interests are Disposed of from all of their obligations under the Second Lien Documents) so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority First Lien Agent also releases its Liens on such Priority CollateralCollateral (and, if the Default Disposition includes Equity Interests in any Grantor, First Lien Agent is also releasing those persons whose Equity Interests are Disposed of from all of their obligations under the First Lien Documents), and (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement Action). (e) To the extent that the Liens of the Junior Second Lien Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Second Lien Agent shall promptly, upon the written request of the Priority First Lien Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority First Lien Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Second Lien Agent shall not extend to or otherwise affect any of the rights, if any, of Second Lien Agent to the Proceeds proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Second Lien Agent in and to such Priority the Collateral are released, the Junior Second Lien Agent shall be automatically and irrevocably deemed to have authorized the Priority First Lien Agent to file UCC amendments releasing the Priority Collateral subject to such DispositionDisposition as to UCC financing statements between any Grantor and Second Lien Agent or any other Second Lien Claimholder to evidence such release, (iii) the Junior Claimholders Second Lien Agent shall be deemed to have consented under the applicable Second Lien Documents to such Disposition to the same extent as the consent of First Lien Agent and the Priority other First Lien Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Second Lien Agent shall automatically attach to any Proceeds proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority First Lien Debt. (f) Until the Payment in Full of the applicable Priority First Lien Debt occurs, the Junior Second Lien Agent hereby irrevocably constitutes and appoints the Priority First Lien Agent and any officer or agent of the Priority First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Second Lien Agent or such holder or in the Priority First Lien Agent’s own name, from time to time in the Priority First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3UCC3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (g) To Until the Payment in Full of First Lien Debt occurs, to the extent any that First Lien Agent or the First Lien Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their the First Lien Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor Subsidiary of their the Borrower of the First Lien Debt, then other Claimholders Second Lien Agent, for itself and for the Second Lien Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their DebtGrantor, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior If, in connection with the Exercise of Secured Creditor Remedies by the Revolving Administrative Agent with respect to the Payment Revolving Priority Collateral as provided for in Full of Section 3 (including any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Revolving Priority Collateral pursuant to by any Grantor with the consent of the Revolving Administrative Agent acting in accordance with the terms of the applicable Documents or Revolving Documents), the Revolving Administrative Agent, for itself and on behalf of the other Revolving Claimholders, releases any of its Revolving Liens on any part of the Revolving Priority Collateral, then the Fixed Asset Liens of the Fixed Asset Collateral Agents on such Revolving Priority Collateral shall be automatically, unconditionally, and simultaneously released; provided, however, that, to the extent the Proceeds of such Revolving Priority Collateral are not applied to reduce Revolving Obligations in accordance with Section 4.1(a), the Fixed Asset Collateral Agents shall retain a Lien on such Proceeds in accordance with the provisions terms of this Agreement. Each Fixed Asset Collateral Agent, for itself or on behalf of the other Fixed Asset Claimholders represented by it, promptly shall execute and deliver to the Revolving Administrative Agent such termination or amendment statements, releases, and other documents as the Revolving Administrative Agent may reasonably request in each case writing to effectively confirm such release, at the cost and expense of the Company and without any consultation with the consent or consent direction of any of the Junior other Fixed Asset Claimholders. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Designated Fixed Asset Collateral Agent with respect to Fixed Asset Priority Agent Collateral as provided for in Section 3 and prior to (including any Disposition of any Fixed Asset Priority Collateral by any Grantor with the Payment in Full consent of the related Priority DebtDesignated Fixed Asset Collateral Agent acting in accordance with the terms of the Fixed Asset Documents), the Priority Agent Designated Fixed Asset Collateral Agent, for itself and on behalf of the other Fixed Asset Claimholders, releases any of its Fixed Asset Liens on any part of the Fixed Asset Priority Collateral (or such Liens are released by operation of law)Collateral, then the Revolving Liens of the Junior Revolving Administrative Agent on such Fixed Asset Priority Collateral, Collateral shall be automatically, unconditionally, and simultaneously released released; provided, however, that, to the extentextent the Proceeds of such Fixed Asset Priority Collateral are not applied to reduce Fixed Asset Obligations in accordance with Section 4.1(b), the Revolving Administrative Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The Revolving Administrative Agent, for itself or on behalf of the other Revolving Claimholders, promptly shall execute and deliver to the Designated Fixed Asset Collateral Agent such termination or amendment statements, releases, and only other documents as the Designated Fixed Asset Collateral Agent may reasonably request to effectively confirm such release (it being understood that the extentDesignated Fixed Asset Collateral Agent shall not be obligated to request any such termination or amendment statements, releases or other documents), at the Priority Agent has released its Liens in such Priority Collateralcost and expense of the Company and without the consent or direction of any other Revolving Claimholders. (c) If, in connection with any Disposition of any Revolving Priority Collateral permitted under the terms of the ABL Revolving Loan Documents and not prohibited under the Term Loan terms of the Fixed Asset Documents, each as in effect as the Revolving Administrative Agent, for itself and on behalf of the date hereofother Revolving Claimholders, the Priority Agent releases any of its Revolving Liens on the portion of the Revolving Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of Revolving Obligations or (ii) after the occurrence and during the continuance of any Fixed Asset Default, then the Fixed Asset Liens of the Junior Agent Fixed Asset Collateral Agents on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as released; provided, that to the net cash extent the Proceeds of any such Default Disposition Revolving Priority Collateral are not applied to reduce Revolving Obligations in accordance with Section 4.1(a), the Fixed Asset Collateral Agents shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. Each Fixed Asset Collateral Agent, for itself or on behalf of the other Fixed Asset Claimholders represented by it, promptly shall execute and deliver to the Revolving Administrative Agent such termination or amendment statements, releases, and other documents as the Revolving Administrative Agent may reasonably request to effectively confirm such release, at the cost and expense of the Company and without the consent or direction of any other Fixed Asset Claimholders. The Fixed Asset Liens on the Revolving Priority Collateral that otherwise would have been released pursuant to the first sentence of this paragraph (c) but for the application of subclause (as if they were Proceeds received ii) in connection with an Enforcement Action)such sentence will be automatically, unconditionally and simultaneously released when such Fixed Asset Default and all other Fixed Asset Defaults cease to exist. (d) In the event If, in connection with any Disposition of any private or public Disposition Fixed Asset Priority Collateral permitted under the terms of all or the Fixed Asset Documents and not prohibited under the terms of the Revolving Loan Documents, the Designated Fixed Asset Collateral Agent, for itself and on behalf of the other Fixed Asset Claimholders, releases any material Fixed Asset Liens on the portion of the Fixed Asset Priority Collateral by one or more Grantors that is the subject of such Disposition, other than (i) in connection with the consent Discharge of the Priority Agent Fixed Asset Obligations or (ii) after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”)Revolving Default, then the Revolving Liens of the Junior Revolving Administrative Agent on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) released; provided that to the extent the Proceeds of such Default Disposition is conducted by Fixed Asset Priority Collateral are not applied to reduce Fixed Asset Obligations in accordance with Section 4.1(b), the applicable Grantor(s) in Revolving Administrative Agent shall retain a commercially reasonable manner (as if Lien on such Disposition were a disposition of collateral by a secured party Proceeds in accordance with the UCCterms of this Agreement. The Revolving Administrative Agent, for itself or on behalf of the other Revolving Claimholders, promptly shall execute and deliver to the Designated Fixed Asset Collateral Agent such termination or amendment statements, releases, and other documents as the Designated Fixed Asset Collateral Agent may reasonably request to effectively confirm such release (it being understood that the Designated Fixed Asset Collateral Agent shall not be obligated to request any such termination or amendment statements, releases or other documents), at the cost and expense of the Company and without the consent or direction of any other Revolving Claimholders. The Revolving Liens on the Fixed Asset Priority Collateral that otherwise would have been released pursuant to the first sentence of this paragraph (d) and in accordance with applicable law, but for the application of subclause (ii) the Priority Agent also releases its Liens on in such Priority Collateralsentence will be automatically, unconditionally and (iii) the net cash Proceeds of any simultaneously released when such Revolving Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)and all other Revolving Defaults cease to exist. (e) To Until the extent that the Liens Discharge of Revolving Obligations occurs, each Fixed Asset Collateral Agent, for itself and on behalf of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptlyother Fixed Asset Claimholders represented by it, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority Revolving Administrative Agent and any officer or agent of the Priority Revolving Administrative Agent, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of Junior such Fixed Asset Collateral Agent or the other Fixed Asset Claimholders represented by it, as the case may be, or in the Priority Revolving Administrative Agent’s own name, from time to time as elected by the Revolving Administrative Agent in the Priority Agent’s discretiongood faith, for the purpose of carrying out the terms of this Section 5.15.1 with respect to Revolving Priority Collateral, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that which may be necessary to accomplish the purposes of this Section 5.15.1 with respect to Revolving Priority Collateral, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (gf) To Until the Discharge of Revolving Obligations occurs, to the extent any that the Revolving Claimholders (i) have released any Lien on their Revolving Priority Collateral and any such Lien is later reinstated or (ii) obtain any Grantor new Lien on assets constituting Revolving Priority Collateral from Grantors, then, subject to the proviso contained in Section 2.3, the Fixed Asset Claimholders shall be granted a Lien on any such Revolving Priority Collateral, subject to the relative Lien priorities set forth in Section 2.1. (g) Until the Discharge of Fixed Asset Obligations occurs, the Revolving Administrative Agent, for itself and on behalf of the other Revolving Claimholders, hereby irrevocably constitutes and appoints the Designated Fixed Asset Collateral Agent and any officer or agent of the Designated Fixed Asset Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Revolving Administrative Agent or the other Revolving Claimholders, as the case may be, or in the Designated Fixed Asset Collateral Agent’s own name, from time to time as elected by the Designated Fixed Asset Collateral Agent in accordance with the Fixed Asset Documents, for the purpose of carrying out the terms of this Section 5.1 with respect to their DebtFixed Asset Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1 with respect to Fixed Asset Priority Collateral, including any endorsements or other instruments of transfer or release. (h) Until the Discharge of Fixed Asset Obligations occurs, to the extent that the Fixed Asset Claimholders (i) have released any Lien on Fixed Asset Priority Collateral and any such Liens or obligations are Lien is later reinstated, reinstated or (ii) obtain any new Liens on assets constituting Fixed Asset Priority Collateral from any Grantor or obtain a guaranty from any Grantor of their DebtGrantors, then other then, subject to the proviso contained in Section 2.3, the Revolving Claimholders shall be entitled to obtain granted a Lien on any such Fixed Asset Priority Collateral, subject to the terms relative Lien priorities set forth in Section 2.1. (including i) For the lien subordination provisions) avoidance of doubt, the Notes Collateral Agent will not have any obligation to prepare any releases pursuant to this Agreement, and a guaranty from such Grantor of their Debt, as the case may beSection 5.1.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior If, in connection with the Exercise of Secured Creditor Remedies by Revolving Collateral Agent as provided for in Section 3, irrespective of whether a Revolving Default or a Notes Default has occurred and is continuing, Revolving Collateral Agent releases any of its Liens on any part of the Revolving Priority Collateral, then the Liens of Notes Collateral Agent on such Revolving Priority Collateral shall be automatically, unconditionally, and simultaneously released so long as all proceeds therefrom are applied to permanently repay the Payment in Full Revolving Obligations; provided, however, that any proceeds remaining after the Discharge of any Priority Debt and Revolving Obligations shall be subject to the other specific provisions Liens of this Agreement including Section 5.1(e)the Notes Claimholders. Notes Collateral Agent, the Priority Agent shall have the exclusive right to make determinations regarding the release for itself or Disposition on behalf of any Priority such Notes Claimholders, promptly shall execute and deliver to Revolving Collateral pursuant Agent such termination or amendment statements, releases, and other documents as Revolving Collateral Agent may request to effectively confirm such release, at the terms cost and expense of AMLLC and without the applicable Documents consent or in accordance with the provisions of this Agreement, in each case without any consultation with or consent direction of any of the Junior other Notes Claimholders. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority Notes Collateral Agent as provided for in Section 3 3, irrespective of whether a Revolving Default or a Notes Default has occurred and prior to the Payment in Full of the related Priority Debtis continuing, the Priority Notes Collateral Agent releases any of its Liens on any part of the Notes Priority Collateral (or such Liens are released by operation of law)Collateral, then the Liens of the Junior Revolving Collateral Agent on such Notes Priority Collateral, Collateral shall be automatically, unconditionally, and simultaneously released so long as all proceeds therefrom are applied to permanently repay, repurchase or otherwise retire Notes Obligations; provided, however, that any proceeds remaining after the Discharge of Notes Obligations shall be subject to the extentLiens of the Revolving Claimholders. Revolving Collateral Agent, for itself or on behalf of any such Revolving Claimholders, promptly shall execute and deliver to Notes Collateral Agent such termination or amendment statements, releases, and only other documents as Notes Collateral Agent may request to effectively confirm such release, at the extent, cost and expense of AMLLC and without the Priority Agent has released its Liens in such Priority Collateralconsent or direction of any other Revolving Claimholders. (c) If, in connection with any Disposition of any Revolving Priority Collateral permitted under the terms of the ABL Revolving Loan Documents and the Term Loan Documents, each Notes Documents as in effect as at the time of the date hereofsuch Disposition, the Priority Agent Revolving Collateral Agent, for itself or on behalf of any Revolving Claimholders, releases any of its Liens on the portion of the Revolving Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of Revolving Obligations, or (ii) after the occurrence and during the continuance of any Notes Default, then the Liens of the Junior Notes Collateral Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds released. Notes Collateral Agent, for itself or on behalf of any such Default Disposition are applied in accordance with Section 4.1(a) (Notes Claimholders, promptly shall execute and deliver to Revolving Collateral Agent such termination or amendment statements, releases, and other documents as if they were Proceeds received in connection with an Enforcement Action)Revolving Collateral Agent may request to effectively confirm such release, at the cost and expense of AMLLC and without the consent or direction of any other Notes Claimholders. (d) In the event If, in connection with any Disposition of any private Notes Priority Collateral permitted under the terms of the Notes Documents and the Revolving Loan Documents as in effect at the date of such Disposition, Notes Collateral Agent, for itself or public Disposition on behalf of all or any material Notes Claimholders, releases any of its Liens on the portion of the Notes Priority Collateral by one or more Grantors that is the subject of such Disposition, other than (i) in connection with the consent Discharge of the Priority Agent Notes Obligations, or (ii) after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”)Revolving Default, then the Liens of the Junior Revolving Collateral Agent on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable lawreleased. Revolving Collateral Agent, (ii) the Priority Agent also releases its Liens for itself or on such Priority Collateral, and (iii) the net cash Proceeds behalf of any such Default Disposition are applied in accordance with Section 4.1(a) (Revolving Claimholders, promptly shall execute and deliver to Notes Collateral Agent such termination or amendment statements, releases, and other documents as if they were Proceeds received in connection with an Enforcement Action)Notes Collateral Agent may request to effectively confirm such release, at the cost and expense of AMLLC and without the consent or direction of any other Revolving Claimholders. (e) To In the extent event that any Collateral that would be Revolving Priority Collateral is no longer Collateral pursuant to the Liens effects of clause (10) of the Junior Agent definition of “Excluded Assets” in and to the Indenture (or any Priority comparable provision in any successor Notes Document), such Collateral are shall automatically be deemed not to be released Notes Collateral under the Notes Collateral Documents. Notes Collateral Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to AMLLC such termination or amendment statements, releases, and other documents as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written AMLLC may request of the Priority Agentto effectively confirm such release, at the joint cost and several expense of AMLLC and without the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release consent or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition direction of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority other Notes Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority Agent and any officer or agent of the Priority Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent or in the Priority Agent’s own name, from time to time in the Priority Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantors. (g) To the extent any Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior The Lien on the Revolving Priority Collateral securing any Term Loan Obligations shall terminate and be released automatically to the Payment in Full extent the Liens on the Revolving Priority Collateral are released by Revolving Agent, for itself or on behalf of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e)Revolving Claimholders, the Priority Agent shall have the exclusive right to make determinations regarding the release or in connection with a Disposition of any Revolving Priority Collateral pursuant that is either (x) not prohibited under the Term Loan Documents or (y) occurs in connection with the Exercise of Secured Creditor Remedies with respect to Revolving Priority Collateral by Revolving Agent or any other Revolving Claimholder (except that the terms Lien on the Revolving Priority Collateral securing the Term Loan Obligations shall not be released with respect to any proceeds of such Disposition that remain after satisfaction in full of the applicable Documents Revolving Obligations). Term Loan Agent, for itself or in accordance with the provisions of this Agreement, in each case without any consultation with or consent on behalf of any such Term Loan Claimholders, shall promptly execute and deliver to Revolving Agent such termination or amendment statements, releases, and other documents as Revolving Agent may request to effectively confirm such release, at the cost and expense of the Junior Grantors and without the consent or direction of any other Term Loan Claimholders. (b) IfThe Lien on the Term Priority Collateral securing any Revolving Obligations shall terminate and be released automatically to the extent the Liens on the Term Priority Collateral are released by Term Loan Agent, for itself or on behalf of any Term Loan Claimholders, in connection with an Enforcement Action by the Priority Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt, the Priority Agent releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation of law), then the Liens of the Junior Agent on such Priority Collateral, shall be automatically, unconditionally, and simultaneously released to the extent, and only to the extent, the Priority Agent has released its Liens in such Priority Collateral. (c) If, in connection with any a Disposition of any Priority Collateral permitted under the terms of the ABL Documents and the Term Loan Documents, each as in effect as of the date hereof, the Priority Agent releases any of its Liens on the portion of the Priority Collateral that is either (x) not prohibited under the subject Revolving Loan Documents or (y) occurs in connection with the Exercise of Secured Creditor Remedies with respect to Term Priority Collateral by Term Loan Agent (except that the Lien on the Term Priority Collateral securing the Revolving Obligations shall not be released with respect to any proceeds of such Disposition, then the Liens Disposition that remain after satisfaction in full of the Junior Agent Term Loan Obligations). Revolving Agent, for itself or on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds behalf of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (d) In the event of any private Revolving Claimholders, shall promptly execute and deliver to Term Loan Agent such termination or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority Agent after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt)amendment statements, including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”), then the Liens of the Junior Agent shall be automatically, unconditionallyreleases, and simultaneously released so long other documents as (i) Term Loan Agent may request to effectively confirm such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority Agent also releases its Liens on such Priority Collateral, and (iii) the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action). (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agentrelease, at the joint cost and several expense of the Grantors, execute Grantors and deliver such release documents and confirmations of without the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release consent or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition direction of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority other Revolving Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority Agent and any officer or agent of the Priority Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent or in the Priority Agent’s own name, from time to time in the Priority Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantors. (g) To the extent any Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable Documents or in accordance with the provisions of this Agreement, in each case without any consultation with or consent of any of the Junior Claimholders. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority ABL Agent as provided for in Section 3 3, irrespective of whether an ABL Default or a Notes Default has occurred and prior to the Payment in Full of the related Priority Debtis continuing, the Priority ABL Agent releases any of its Liens on any part of the ABL Priority Collateral (or such Liens are released by operation of law)Collateral, then the Liens of the Junior Notes Agent on such ABL Priority Collateral, Collateral shall be automatically, unconditionally, and simultaneously released so long as all proceeds therefrom are applied to permanently repay the ABL Obligations and the then outstanding commitments to extend credit under the ABL Credit Agreement are terminated; provided, however, that any proceeds remaining after the Discharge of ABL Obligations shall be subject to the extentLiens of the Notes Claimholders. Notes Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to ABL Agent such termination or amendment statements, releases, and only other documents as ABL Agent may request in writing to effectively confirm such release, without the extentconsent or direction of any other Notes Claimholders at the cost and expense of the Grantors. (b) If, in connection with the Priority Exercise of Secured Creditor Remedies by Notes Agent as provided for in Section 3, irrespective of whether an ABL Default or a Notes Default has released occurred and is continuing, Notes Agent releases any of its Liens in such on any part of the Notes Priority Collateral, then the Liens, if any, of ABL Agent on such Notes Priority Collateral shall be automatically, unconditionally, and simultaneously released so long as all proceeds therefrom are applied to permanently repay, repurchase or otherwise retire the Notes Obligations. ABL Agent, for itself or on behalf of any such ABL Claimholders, promptly shall execute and deliver to Notes Agent such termination or amendment statements, releases, and other documents as Notes Agent may request in writing to effectively confirm such release, without the consent or direction of any other ABL Claimholders at the cost and expense of the Grantors. (c) If, in connection with any Disposition of any ABL Priority Collateral permitted under the terms of the ABL Documents and the Term Loan Documents, each the Notes Documents and any Other Pari Passu Lien Obligations Agreement as in effect as at the time of the date hereofsuch Disposition, the Priority Agent ABL Agent, for itself or on behalf of any ABL Claimholders, releases any of its Liens on the portion of the ABL Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of ABL Obligations, or (ii) after the occurrence and during the continuance of any Notes Default, then the Liens of the Junior Notes Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds released. Notes Agent, for itself or on behalf of any such Default Disposition are applied Notes Claimholders, promptly shall execute and deliver to ABL Agent such termination or amendment statements, releases, and other documents as ABL Agent may request in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)writing to effectively confirm such release, without the consent or direction of any other Notes Claimholders provided that such Grantors have delivered such certificates or other documents to which the Notes Agent may be entitled under the Notes Documents and the Other Pari Passu Lien Obligations Agreement. (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority Agent after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”), then the Liens of the Junior Agent shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority Agent also releases its Liens on such Priority Collateral, and (iii) the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)[reserved.] (e) To In the extent event that any Collateral that would be ABL Priority Collateral is no longer Collateral pursuant to the Liens effects of clause (8) of the Junior Agent definition of “Excluded Assets” in and to the Indenture (or any Priority comparable provision in any successor Notes Document), such Collateral are shall automatically be deemed not to be released Notes Collateral under the Notes Collateral Documents. Notes Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to the Grantors such termination or amendment statements, releases, and other documents as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written any Grantor may request of the Priority Agentto effectively confirm such release, at the joint cost and several expense of the Grantors, execute Grantors and deliver such release documents and confirmations of without the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release consent or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition direction of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority other Notes Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until [reserved.] (g) Notes Agent, with respect to the Payment in Full ABL Priority Collateral, on behalf of the applicable Priority Debt occursNotes Claimholders, the Junior Agent hereby irrevocably constitutes and appoints the ABL Agent with respect to such ABL Priority Agent Collateral and any officer or agent of the Priority ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Notes Agent or in the Priority Notes Agent’s own name, from time to time in the Priority ABL Agent’s discretiondiscretion exercised in good faith, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that which may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (g) To the extent any Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e), the Priority ABL Agent shall have the exclusive right to make determinations regarding the release or Disposition of any ABL Priority Collateral pursuant to the terms of the applicable ABL Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to any of the Junior Term Loan Claimholders. (b) Term Loan Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Term Loan Priority Collateral pursuant to the terms of the Term Loan Documents or in accordance with the provisions of this Agreement, in each case without any consultation with, consent of, or notice to any of the ABL Claimholders. (c) If, in connection with an Enforcement Action by the Priority ABL Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt3, the Priority ABL Agent releases any of its Liens on any part of the ABL Priority Collateral (or such Liens are released by operation of law), then the Liens of the Junior Term Loan Agent on such ABL Priority Collateral, shall be automatically, unconditionally, and simultaneously released to the extent, and only to the extent, the Priority Agent has released its Liens in such Priority Collateralreleased. (cd) If, in connection with an Enforcement Action by Term Loan Agent as provided for in Xxxxxxx 0, Xxxx Loan Agent releases any of its Liens on any part of the Term Loan Priority Collateral (or such Liens are released by operation of law), then the Liens of ABL Agent on such Term Loan Priority Collateral, shall be automatically, unconditionally, and simultaneously released. (e) If, in connection with any Disposition of any ABL Priority Collateral permitted under the terms of the ABL Documents and the Term Loan Documents, each as in effect as of the date hereof, the Priority ABL Agent releases any of its Liens on the portion of the ABL Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Payment in Full of ABL Debt, or (ii) after the occurrence and during the continuance of any Term Loan Default, then the Liens of the Junior Term Loan Agent on such ABL Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(areleased. (f) (as if they were Proceeds received If, in connection with an Enforcement Action)any Disposition of any Term Loan Priority Collateral permitted under the terms of the Term Loan Documents as in effect as of the date hereof, Term Loan Agent releases any of its Liens on the portion of the Term Loan Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Payment in Full of Term Loan Debt, or (ii) after the occurrence and during the continuance of any ABL Default, then the Liens of ABL Agent on such Term Loan Priority Collateral shall be automatically, unconditionally, and simultaneously released. (dg) In the event of any private or public Disposition of all or any material portion of the ABL Priority Collateral by one or more Grantors with the consent of the Priority ABL Agent after the occurrence and during the continuance of an Event of ABL Default (and prior to the Payment in Full of the Priority ABL Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority ABL Agent in connection with good faith efforts by the Priority ABL Agent to collect the Priority ABL Debt through the Disposition of ABL Priority Collateral (any such Disposition, an “"ABL Default Disposition”"), then the Liens of the Junior Term Loan Agent on such ABL Priority Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority ABL Agent also releases its Liens on such ABL Priority Collateral, and (iiiii) the net cash Proceeds proceeds of any such ABL Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds proceeds received in connection with an Enforcement Action). (eh) In the event of any private or public Disposition of all or any material portion of the Term Loan Priority Collateral by one or more Grantors with the consent of Term Loan Agent after the occurrence and during the continuance of a Term Loan Default (and prior to the Payment in Full of Term Loan Debt), which Disposition is conducted by such Grantors with the consent of Term Loan Agent in connection with good faith efforts by Term Loan Agent to collect the Term Loan Debt through the Disposition of Term Loan Priority Collateral (any such Disposition, a "Term Loan Default Disposition"), then the Liens of ABL Agent on such Term Loan Priority Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) Term Loan Agent also releases its Liens on such Term Loan Priority Collateral, and (ii) the net cash proceeds of any such Term Loan Default Disposition are applied in accordance with Section 4.1(c) (as if they were proceeds received in connection with an Enforcement Action). (i) To the extent that the Liens of the Junior Term Loan Agent in and to any ABL Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Term Loan Agent shall promptly, upon the written request of the Priority ABL Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority ABL Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Term Loan Agent shall not extend to or otherwise affect any of the rights, if any, of Term Loan Agent to the Proceeds proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Term Loan Agent in and to such ABL Priority Collateral are released, the Junior Term Loan Agent shall be automatically and irrevocably deemed to have authorized the Priority ABL Agent to file UCC amendments releasing the ABL Priority Collateral subject to such Disposition, (iii) the Junior Term Loan Claimholders shall be deemed to have consented under the applicable Term Loan Documents to such Disposition to the same extent as the consent of the Priority ABL Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Term Loan Agent shall automatically attach to any Proceeds proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority ABL Debt. (fj) To the extent that the Liens of ABL Agent in and to any Term Loan Priority Collateral are to be released as provided in this Section 5.1, (i) ABL Agent shall promptly, upon the written request of Term Loan Agent, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as Term Loan Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by ABL Agent shall not extend to or otherwise affect any of the rights, if any, of ABL Agent to the proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the ABL Agent in and to such Term Loan Priority Collateral are released, ABL Agent shall be automatically and irrevocably deemed to have authorized Term Loan Agent to file UCC amendments releasing the Term Loan Priority Collateral subject to such Disposition, (iii) ABL Agent shall be deemed to have consented under the ABL Documents to such Disposition to the same extent as the consent of the Term Loan Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of ABL Agent shall automatically attach to any proceeds of any Collateral subject to any such Disposition to the extent not used to repay Term Loan Debt. (k) Until the Payment in Full of the applicable Priority ABL Debt occurs, the Junior Term Loan Agent hereby irrevocably constitutes and appoints the Priority ABL Agent and any officer or agent of the Priority ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Term Loan Agent or in the Priority ABL Agent’s own name, from time to time in the Priority ABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the ABL Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3UCC3) or any other endorsements or other instruments of transfer or release with respect to the ABL Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantors. (gl) To Until the Payment in Full of Term Loan Debt occurs, ABL Agent hereby irrevocably constitutes and appoints Term Loan Agent and any officer or agent of Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of ABL Agent or such holder or in Term Loan Agent’s own name, from time to time in Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Term Loan Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC3) or any other endorsements or other instruments of transfer or release with respect to the Term Loan Priority Collateral. (m) Until the Payment in Full of ABL Debt occurs, to the extent any that the ABL Claimholders (i) have released any Lien on their ABL Priority Collateral or any Grantor with respect to their the ABL Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their the ABL Debt, then other Claimholders Term Loan Agent shall be entitled to obtain a Lien on any such ABL Priority Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor or the Term Loan Debt, as the case may be. (n) Until the Payment in Full of Term Loan Debt occurs, to the extent that the Term Loan Claimholders (i) have released any Lien on Term Loan Priority Collateral or any Grantor with respect to the Term Loan Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of the Term Loan Debt, then ABL Agent shall be entitled to obtain a Lien on any such Term Loan Priority Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their the ABL Debt, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to Until the Payment in Full Discharge of any First Lien Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e)Obligations occurs, the Priority First Lien Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable First Lien Debt Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to Second Lien Agent or any of the Junior ClaimholdersSecond Lien Claimholder. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority First Lien Agent as provided for in Section 3 and prior or other sale by any Grantor after a First Lien Default (in each case, with the proceeds thereof being applied to the Payment First Lien Priority Obligations as provided in Full of the related Priority DebtSection 4.1 above), the Priority First Lien Agent releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation releases any Grantor from its obligations in respect of law)the First Lien Obligations, then the Liens Liens, of the Junior Second Lien Agent on such Priority Collateral, and the obligations of such Grantor in respect of the Second Lien Obligations, shall be automatically, unconditionally, and simultaneously released released. Second Lien Agent, for itself or on behalf of any such Second Lien Claimholders, at the Grantor’s expense, promptly shall execute and deliver to the extentFirst Lien Agent such termination or amendment statements, releases, and only other documents as First Lien Agent may request in writing to the extent, the Priority Agent has released its Liens in effectively confirm such Priority Collateralrelease. (c) If, in connection with any Disposition of any Priority Collateral or release or subordination that is permitted or required under the terms of the ABL First Lien Debt Documents and (including, without limitation, any release under the Term Loan DocumentsFirst Lien Debt Documents in connection with assets to be acquired pursuant to purchase money financing or a lease), each as in effect as of the date hereof, the Priority First Lien Agent releases or subordinates to the Liens of any other creditor of a Grantor any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, then release or subordination, or releases any Grantor from its obligations in respect of the First Lien Obligations (if such Grantor is the subject of such Disposition), then, provided that no Second Lien Default has occurred and is continuing and subject to Section 2.1, the Liens of the Junior Second Lien Agent on such Priority Collateral and/or the obligations of such Grantor in respect of the Second Lien Obligations (as the case may be), shall be automatically, unconditionally, and simultaneously release so long released or subordinated, as the net cash Proceeds applicable. Second Lien Agent, for itself or on behalf of any such Default Disposition are applied Second Lien Claimholders, promptly (and in accordance with Section 4.1(aany event, within five (5) (Business Days of receipt of a written request therefor) shall, at the Grantor’s expense, execute and deliver to First Lien Agent and the Grantors such termination or amendment statements, releases, subordination agreements and other documents as if they were Proceeds received First Lien Agent or the Grantors, as applicable, may request in connection with an Enforcement Action)writing to effectively confirm such release or subordination, as applicable. (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority First Lien Agent after the occurrence and during the continuance of an Event of a First Lien Default (and prior to the Payment in Full Discharge of the First Lien Priority DebtObligations), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority First Lien Agent in connection with good faith efforts by the Priority First Lien Agent to collect the Priority Debt First Lien Obligations through the Disposition of Priority Collateral (any such Disposition, an a “Default Disposition”), then the Liens of the Junior Second Lien Agent on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (and, if the Default Disposition includes equity interests in any Grantor, then those Persons whose equity interests are Disposed of shall also be automatically, unconditionally, and simultaneously released from all of their obligations under the Second Lien Debt Documents); provided that (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority First Lien Agent also releases its Liens on such Priority CollateralCollateral (and, and if the Default Disposition includes equity interests in any Grantor, First Lien Agent is also releasing those Persons whose equity interests are Disposed of from all of their obligations under the First Lien Debt Documents), (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement ActionExercise of Secured Creditor Remedies), and (iii) with respect to Collateral that is subject to Article 9 of the UCC, the Grantors consummating such Default Disposition have (a) provided Second Lien Agent with the prior written notice that would have been required if the Default Disposition were a disposition of collateral by a secured creditor under Article 9 of the UCC, and (b) conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a disposition of collateral by a secured creditor in accordance with Article 9 of the UCC. (e) To Until the extent that the Liens Discharge of the Junior Agent in and to any First Lien Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptlyObligations occurs, upon the written request of the Priority Second Lien Agent, at the joint for itself and several expense on behalf of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Second Lien Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority First Lien Agent and any officer or agent of the Priority First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Second Lien Agent or such holder or in the Priority First Lien Agent’s own name, from time to time in the Priority First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, 5.1 and Section 4.2 to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.15.1 and Section 4.2, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (g) To the extent any Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to Until the Payment in Full Discharge of any Priority Debt and Senior Lien Obligations occurs, subject to the other specific provisions of this Agreement including Section 5.1(e)3.1, the Priority each Senior Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable Senior Loan Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to Junior Agent or any of the Junior ClaimholdersClaimholder. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority any Senior Agent as provided for in Section 3 and prior to (with the Payment proceeds thereof being applied in Full of the related Priority Debtaccordance with Section 4.1), the Priority such Senior Agent releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation releases any Grantor from its obligations in respect of law)the Senior Lien Obligations, then the Liens Liens, of the Junior Agent on such Priority Collateral, and the obligations of such Grantor in respect of the Junior Lien Obligations, shall be automatically, unconditionally, and simultaneously released released; provided that the net cash proceeds of such Collateral are applied in accordance with Section 4.1. Junior Agent, for itself or on behalf of any such Junior Claimholders, promptly shall execute and deliver to the extentany Senior Agent such termination or amendment statements, releases, and only other documents as such Senior Agent may request to the extent, the Priority Agent has released its Liens in effectively confirm such Priority Collateralrelease. (c) If, in connection with any Disposition of any Priority Collateral that is permitted under the terms of the ABL Senior Loan Documents and the Term Loan Junior Note Documents, each as in effect as of the date hereof, the Priority any Senior Agent releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, or releases any Grantor from its obligations in respect of the Senior Lien Obligations (if such Grantor is the subject of such Disposition), in each case other than (i) in connection with the Discharge of Senior Lien Obligations, or (ii) after the occurrence and during the continuance of any Junior Default, then the Liens of the Junior Agent on such Priority Collateral Collateral, and the obligations of such Grantor in respect of the Junior Lien Obligations, shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds released. Junior Agent, for itself or on behalf of any such Default Disposition are applied Junior Claimholders, promptly shall execute and deliver to any Senior Agent such termination or amendment statements, releases, and other documents as such Senior Agent, prior to such Disposition, may request in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)writing to effectively confirm such release. (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors to a Person that is not an Affiliate of a Grantor with the consent of the Priority each Senior Agent after the occurrence and during the continuance of an Event of a Senior Default (and prior to the Payment in Full Discharge of the Priority DebtSenior Lien Obligations), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority each Senior Agent in connection with good faith efforts by the Priority Agent Senior Agents to collect the Priority Debt Senior Lien Obligations through the Disposition of Priority Collateral (any such Disposition, an a “Default Disposition”), then the Liens of the Junior Agent on such Collateral shall be automatically, unconditionally, and simultaneously released (and, if the Default Disposition includes equity interests in any Grantor, Junior Agent further agrees to release those persons whose equity interests are Disposed of from all of their obligations under the Junior Note Documents so long as, after giving effect to such release, at least one Grantor remains a party to the Junior Debt Agreement as an issuer thereunder); provided that (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority each Senior Agent also releases its Liens on such Priority CollateralCollateral (and, if the Default Disposition includes equity interests in any Grantor, each Senior Agent is also releasing those persons whose equity interests are Disposed of from all of their obligations under the Senior Loan Documents), and (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)4.1. (e) To Until the extent that the Liens Discharge of the Senior Lien Obligations occurs, Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint for itself and several expense on behalf of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority each Senior Agent and any officer or agent of the Priority any Senior Agent, with full power of substitution, as its true and lawful attorney-in-fact attorney in fact, coupled with an interest, with full irrevocable power and authority in the place and stead of Junior Agent or such holder or in the Priority such Senior Agent’s own name, from time to time in the Priority such Senior Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (gf) To Until the Discharge of Senior Lien Obligations occurs, to the extent that any Senior Agent or Senior Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debtthe Senior Lien Obligations, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debtthe Senior Lien Obligations, then other Claimholders Junior Agent, for itself and for Junior Claimholders, shall be entitled to obtain (and each of the Grantors by their acknowledgement to this Agreement agrees to create and otherwise provide) a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their DebtGrantor, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to Until the Payment in Full of any the First Lien Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e)occurs, the Priority First Lien Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable First Lien Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to Second Lien Agent, any of the Junior ClaimholdersPermitted Additional Second Lien Obligations Representative, or any Second Lien Claimholder. (b) If, in connection with an Enforcement Action by the Priority First Lien Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt3, the Priority First Lien Agent releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation of law)) or releases any Grantor from its obligations in respect of the First Lien Debt, then the Liens of the Junior Second Lien Agent on such Priority Collateral, and the obligations of such Grantor in respect of the Second Lien Debt, shall be automatically, unconditionally, and simultaneously released released; provided, that no release of the Liens of Second Lien Agent with respect to any Collateral will be deemed to have occurred (i) in connection with the extent, Payment in Full of First Lien Priority Debt or (ii) in a Refinancing of First Lien Priority Debt with secured indebtedness that is incurred contemporaneously with or promptly after the payment or discharge of such pre-existing First Lien Priority Debt and only to the extent, the that constitutes First Lien Priority Agent has released its Liens in such Priority CollateralDebt. (c) If, in connection with any Disposition of any Priority Collateral permitted under the terms of the ABL First Lien Documents and the Term Loan Documents, each Second Lien Documents as in effect as of on the date hereofhereof (or, if less restrictive to Grantors, on the Priority date of such disposition), First Lien Agent releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, or releases any Grantor from its obligations in respect of the First Lien Debt (if such Grantor is the subject of such Disposition), other than in connection with the Payment in Full of First Lien Priority Debt, then the Liens of the Junior Second Lien Agent on such Priority Collateral Collateral, and the obligations of such Grantor in respect of the Second Lien Debt, shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)released. (d) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority First Lien Agent after the occurrence and during the continuance of an Event of a First Lien Default (and prior to the Payment in Full of the First Lien Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority First Lien Agent in connection with good faith efforts by the Priority First Lien Agent to collect the First Lien Priority Debt through the Disposition of Priority Collateral (any such Disposition, an a “Default Disposition”), then the Liens of the Junior Second Lien Agent on such Collateral shall be automatically, unconditionally, and simultaneously released (and, if the Default Disposition includes Equity Interests in any Grantor, Second Lien Agent further agrees to release those Grantors whose Equity Interests are Disposed of from all of their obligations under the Second Lien Documents) so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority First Lien Agent also releases its Liens on such Priority CollateralCollateral (and, and if the Default Disposition includes Equity Interests in any Grantor, First Lien Agent is also releasing those Grantors whose Equity Interests are Disposed of from all of their obligations under the First Lien Documents), (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement Action), and (iii) with respect to Collateral that is subject to Article 9 of the UCC, the Grantors consummating such Default Disposition have conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a disposition of collateral by a secured creditor in accordance with Article 9 of the UCC. (e) To the extent that the Liens of the Junior Second Lien Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Second Lien Agent shall promptly, upon the written request of the Priority First Lien Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority First Lien Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Second Lien Agent shall not extend to or otherwise affect any of the rights, if any, of Second Lien Agent to the Proceeds proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Second Lien Agent in and to such Priority the Collateral are released, the Junior Second Lien Agent shall be automatically and irrevocably deemed to have authorized the Priority First Lien Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed Disposition as to have consented under the applicable Documents UCC financing statements between any Grantor and Second Lien Agent, any Permitted Additional Second Lien Obligations Representative, or any other Second Lien Claimholder to evidence such Disposition to the same extent as the consent of the Priority Claimholdersrelease, and (iviii) in accordance with the provisions of applicable law, the Liens of the Junior Second Lien Agent shall automatically attach to any Proceeds proceeds of any Collateral subject to any such Disposition to the extent not used to repay First Lien Priority Debt. (f) Until the Payment in Full of the applicable First Lien Priority Debt occurs, the Junior Second Lien Agent hereby irrevocably constitutes and appoints the Priority First Lien Agent and any officer or agent of the Priority First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact attorney‑in‑fact with full irrevocable power and authority in the place and stead of Junior Agent Second Lien Agent, or such holder or in the Priority First Lien Agent’s own name, from time to time in the Priority First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3UCC3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (g) To Until the Payment in Full of First Lien Priority Debt occurs, to the extent any that First Lien Agent or the First Lien Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their the First Lien Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their the First Lien Debt, then other Claimholders Second Lien Agent, for itself and for the Second Lien Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their DebtGrantor, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to Until the Payment in Full of any ABL Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e)occurs, the Priority ABL Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority ABL Collateral pursuant to the terms of the applicable ABL Documents or in accordance with the provisions of this Agreement, in each case without any consultation with with, consent of, or consent of notice to Term Loan Agent or any of the Junior ClaimholdersTerm Loan Claimholder. (b) If, in connection with an Enforcement Action by the Priority ABL Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt3, the Priority ABL Agent releases any of its Liens on any part of the Priority ABL Collateral (or such Liens are released by operation of law)) or releases any ABL Grantor from its obligations in respect of the ABL Debt, then the Liens of the Junior Term Loan Agent on such Priority Collateral, ABL Collateral shall be automatically, unconditionally, and simultaneously released released; provided, that no release of the Liens of Term Loan Agent with respect to any ABL Collateral will be deemed to have occurred (a) upon the Payment in Full of ABL Priority Debt (other than a Payment in Full of ABL Priority Debt occurring as a result of the application of the proceeds of the Disposition of such property to the extent, ABL Priority Debt) or (b) in a Refinancing of ABL Priority Debt with secured indebtedness that is incurred contemporaneously with or promptly after the payment or discharge of such pre-existing ABL Priority Debt and only to the extent, the that constitutes ABL Priority Agent has released its Liens in such Priority CollateralDebt. (c) If, in connection with any Disposition of any Priority ABL Collateral permitted under the terms of the ABL Documents and the Term Loan Documents, each as in effect as of the date hereof, the Priority ABL Agent releases any of its Liens on the portion of the Priority ABL Collateral that is the subject of such Disposition, or releases any ABL Grantor from its obligations in respect of the ABL Debt (if such ABL Grantor is the subject of such Disposition), in each case other than (i) in connection with the Payment in Full of ABL Priority Debt, or (ii) after the occurrence and during the continuance of any Term Loan Default, then the Liens of the Junior Term Loan Agent on such Priority Collateral ABL Collateral, and the obligations of such Grantor in respect of the Term Loan Debt, shall be automatically, unconditionally, and simultaneously released; provided, that no release so long as of the net cash Proceeds Liens of Term Loan Agent with respect to any ABL Collateral will be deemed to have occurred in a Refinancing of ABL Priority Debt with secured indebtedness that is incurred contemporaneously with or promptly after the payment or discharge of such Default Disposition are applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)pre-existing ABL Priority Debt and that constitutes ABL Priority Debt. (d) In the event of any private or public Disposition of all or any material portion of the Priority ABL Collateral by one or more ABL Grantors with the consent of the Priority ABL Agent after the occurrence and during the continuance of an Event of a ABL Default (and prior to the Payment in Full of the ABL Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such ABL Grantors with the consent of the Priority ABL Agent in connection with good faith efforts by the Priority ABL Agent to collect the ABL Priority Debt through the Disposition of Priority ABL Collateral (any such Disposition, an a “Default Disposition”), then the Liens of the Junior Term Loan Agent on such ABL Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority ABL Agent also releases its Liens on such Priority ABL Collateral, and (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement Action), and (iii) with respect to ABL Collateral that is subject to Article 9 of the UCC, the ABL Grantors consummating such Default Disposition have conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a disposition of collateral by a secured creditor in accordance with Article 9 of the UCC. (e) To the extent that the Liens of the Junior Term Loan Agent in and to any Priority ABL Collateral are to be released as provided in this Section 5.1, (i) The Junior Term Loan Agent shall promptly, upon the written request of the Priority ABL Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority ABL Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Term Loan Agent shall not extend to or otherwise affect any of the rights, if any, of Term Loan Agent to the Proceeds proceeds from any such Disposition of any ABL Collateral, (ii) from and after the time that the Liens of the Priority Term Loan Agent in and to such Priority the ABL Collateral are released, the Junior Term Loan Agent shall be automatically and irrevocably deemed to have authorized the Priority ABL Agent to file UCC amendments releasing the Priority ABL Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed Disposition as to have consented under the applicable Documents UCC financing statements between any ABL Grantor and Term Loan Agent or any other Term Loan Claimholder to evidence such Disposition to the same extent as the consent of the Priority Claimholdersrelease, and (iviii) in accordance with the provisions of applicable law, the Liens of the Junior Term Loan Agent shall automatically attach to any Proceeds proceeds of any ABL Collateral subject to any such Disposition to the extent not used to repay ABL Priority DebtDebt in accordance with the terms of this Agreement. (f) Until the Payment in Full of the applicable ABL Priority Debt occurs, the Junior Term Loan Agent hereby irrevocably constitutes and appoints the Priority ABL Agent and any officer or agent of the Priority ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Term Loan Agent or such holder or in the Priority ABL Agent’s own name, from time to time in the Priority ABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3UCC3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (g) To Until the Payment in Full of ABL Priority Debt occurs, to the extent any that ABL Agent or the ABL Claimholders (i) have released any Lien on their ABL Collateral or any ABL Grantor with respect to their the ABL Priority Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor (other than with respect to ABL Foreign Collateral) or obtain a guaranty from any Grantor of their Debtthe ABL Debt (other than with respect to the ABL Canadian Obligations), then other Claimholders Term Loan Agent, for itself and for the Term Loan Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisionsprovisions to the extent constituting ABL Collateral) of this Agreement, and a guaranty from such Grantor of their DebtGrantor, as the case may be. (h) Notwithstanding anything contained in this Agreement to the contrary, in the event of any Disposition or series of related Dispositions that includes ABL Collateral and Term Loan Priority Collateral free and clear of the Liens on such Collateral, then solely for purposes of this Agreement, unless otherwise agreed by ABL Agent and Term Loan Agent, the proceeds of any such Disposition shall be allocated to the ABL Collateral in an amount not less than the sum of (A) the book value determined in accordance with GAAP, but not less than cost, of any ABL Collateral consisting of inventory that is the subject of such Disposition (or, in the case of a Disposition of Equity Interests issued by a Grantor, any ABL Collateral consisting of inventory in which such Grantor has an interest), determined as of the date of such Disposition and (B) the book value determined in accordance with GAAP of any ABL Collateral consisting of accounts that are the subject of such Disposition (or, in the case of a Disposition of Equity Interests issued by a Grantor, any ABL Collateral consisting of accounts in which such Grantor has an interest), determined as of the date of such Disposition.

Releases; Dispositions; Other Agreements. 5.1 5.1. Releases. (a) Prior to Until the Payment in Full Discharge of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e)Senior Lien Obligations occurs, the Priority Senior Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable Senior Loan Documents or in accordance with the provisions of this Agreement, in each case without any consultation with or with, consent of or notice to Junior Agent or any of the Junior ClaimholdersClaimholder. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority Senior Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt3, the Priority Senior Agent releases any of its Liens on any part of the Priority Junior Collateral (or such Liens are released by operation releases any U.S.Grantor from its obligations in respect of law)the Senior Lien Obligations, then the Liens of the Junior Agent on such Priority Junior Collateral, and the obligations of such U.S. Grantor in respect of the Junior Lien Obligations shall be automatically, unconditionally, and simultaneously released released; provided, that any proceeds of Junior Collateral resulting from such Exercise of Secured Creditor Remedies shall be applied in accordance with Section 4.1 hereof. Junior Agent, for itself or on behalf of any such Junior Claimholders, promptly shall execute and deliver to the extentSenior Agent such termination or amendment statements, releases, and only other documents as Senior Agent may reasonably request to the extent, the Priority Agent has released its Liens in effectively confirm such Priority Collateralrelease. (c) If, in connection with any Disposition of any Priority Junior Collateral or release that is permitted under the terms of the ABL Senior Loan Documents and (including, without limitation, any release under the Term Senior Loan DocumentsDocuments in connection with assets to be acquired pursuant to purchase money financing or a lease), each as in effect as of the date hereof, the Priority Senior Agent releases or subordinates to the Liens of any other creditor of a U.S. Grantor any of its Liens on the portion of the Priority Junior Collateral that is the subject of such Disposition, release or subordination, or releases any U.S. Grantor from its obligations in respect of the Senior Lien Obligations (if such U.S. Grantor is the subject of such Disposition), then the Liens of the Junior Agent on such Priority Collateral Junior Collateral, and the obligations of such Junior Grantor in respect of the Junior Lien Obligations, shall be automatically, unconditionally, and simultaneously release so long released or subordinated, as the net cash Proceeds applicable. Junior Agent, for itself or on behalf of any such Default Disposition are applied Junior Claimholders, promptly (and in accordance with Section 4.1(aany event, within five (5) (Business Days of receipt of a written request therefor) shall execute and deliver to Senior Agent and the U.S. Grantors such termination or amendment statements, releases, subordination agreements and other documents as if they were Proceeds received Senior Agent or the U.S. Grantors, as applicable, may request in connection with an Enforcement Action)writing to effectively confirm such release or subordination, as applicable. (d) In the event of any private or public Disposition of all or any material portion of the Priority Junior Collateral by one or more U.S. Grantors with the consent of the Priority Senior Agent after the occurrence and during the continuance of an Event of a Senior Default (and prior to the Payment in Full Discharge of the Priority DebtSenior Lien Obligations), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such U.S. Grantors with the consent of the Priority Senior Agent in connection with good faith efforts by the Priority Senior Agent to collect the Priority Debt Senior Lien Obligations through the Disposition of Priority Junior Collateral (any such Disposition, an a “Default Disposition”), then the Liens of the Junior Agent on such Junior Collateral shall be automatically, unconditionally, and simultaneously released so long as (and if (i) such the Default Disposition is conducted by the applicable Grantor(s) includes equity interests in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) any U.S. Grantor, and in accordance with applicable law, (ii) Senior Agent is also releasing those U.S. Grantors whose equity interests are Disposed of (together with their respective Subsidiaries) from all of their obligations under the Priority Senior Loan Documents, Junior Agent further agrees to release those Persons whose equity interests are Disposed of (together with their respective Subsidiaries) from all of their obligations under the Junior Lien Documents)); provided that Senior Agent also releases its Liens on such Priority Collateral, Junior Collateral and (iii) the net cash Proceeds provided further that any proceeds of any Junior Collateral resulting from such Default Disposition are shall be applied in accordance with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action)4.1 hereof. (e) To Until the extent that the Liens Discharge of the Senior Lien Obligations occurs, Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint for itself and several expense on behalf of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority Senior Agent and any officer or agent of the Priority Senior Agent, with full power of substitution, as its true and lawful attorney-in-fact attorney in fact, coupled with an interest, with full irrevocable power and authority in the place and stead of Junior Agent or such holder or in the Priority Senior Agent’s own name, from time to time in the Priority Senior Agent’s discretion, for the purpose of carrying out the terms of this Section 5.15.1 and 5.3(d), to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.15.1 and 5.3(d), including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release release. (f) Until the Discharge of Senior Lien Obligations occurs, to the extent that Senior Agent or any Senior Claimholder (i) has released any Lien on Junior Collateral or any U.S. Grantor with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantors. (g) To the extent any Claimholders (i) have released any Senior Lien on their Collateral or any Grantor with respect to their DebtObligations, and any such Liens or obligations are later reinstated, or (ii) obtain has obtained any new Liens from any U.S. Grantor or obtain obtained a guaranty from any U.S. Grantor of their Debtthe Senior Lien Obligations, then other Claimholders Junior Agent, for itself and for Junior Claimholders, shall be entitled to obtain (and each of the U.S. Grantors by their acknowledgement to this Agreement agrees to create and otherwise provide) a Lien on any such U.S. Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their DebtU.S. Grantor, as the case may be, subject to any applicable limitations set forth in the Junior Security Agreement and the Junior Pledge Agreement (it being understood that no guaranty from Holding, and no assets of Holding, other than the pledge of Holding’s equity interests in SquareTwo under the Junior Pledge Agreement, are required to secure the Junior Lien Obligations). Notwithstanding the foregoing, the failure of any U.S. Grantor to comply with the terms of this clause (f) shall not affect the rights of Senior Agent or any Senior Claimholder. (g) Notwithstanding anything contained in this Section 5 to the contrary, (i) if the Liens securing the Senior Lien Obligations are released in connection with the Discharge of Senior Lien Obligations (without a contemporaneous incurrence of new or replacement Senior Lien Obligations), the second-priority Liens on the Junior Collateral will not be required to be released (except to the extent the Junior Collateral or any portion thereof was disposed of or otherwise transferred or used in order to repay the Senior Lien Obligations secured by the Junior Collateral) and (ii) any release effected or occasioned by the terms of this Section 5 by Junior Agent of any Lien in favor of the Junior Agent or any of the Junior Claimholders shall not extend to or otherwise affect any of the rights of the Junior Agent or any Junior Claimholder arising under the Junior Lien Documents to any proceeds of any disposition of any Junior Collateral occurring in connection with such Senior Lien Release; provided that such rights to such proceeds shall be subject in all respects to the terms and conditions of this Agreement.

Releases; Dispositions; Other Agreements. 5.1 5.1. Releases. (a) Prior to the Payment in Full Discharge of any Priority Debt and subject to the other specific provisions of this Agreement including Section 5.1(e)ABL Revolving Obligations, the Priority ABL Revolving Col- lateral Agent shall have the exclusive right to make determinations regarding the release or Disposition of any ABL Revolving Priority Collateral pursuant to the terms of the applicable ABL Revolving Loan Documents or and in accordance with the provisions of this Agreement, in each case upon five Business Days’ prior written notice to the Term Agents, but without any consultation with or consent of any Term Agent or any Term Claimholder; provided, however, that the ABL Revolving Collateral Agent shall use commercially rea- sonable efforts to provide ten days prior written notice to the Term Agents before any Disposition by the ABL Revolving Collateral Agent by public auction, private sale or a “store closing,” “going out of busi- ness” or similar sale, whether in bulk, in lots or any other Disposition of such Collateral not in the Junior Claimholdersordi- nary course of a Grantor’s business. (b) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the ABL Revolving Collateral Agent, including any Default Disposition of the ABL Revolving Priority Agent Collateral, as provided for in Section 3 3, irrespective of whether an ABL Revolving Default or a Term Default has occurred and prior to the Payment in Full of the related Priority Debtis continuing, the Priority ABL Revolving Collateral Agent releases any of its Liens on any part of the ABL Revolving Priority Collateral (or such Liens are released by operation of law)Collateral, then the Liens of the Junior Agent Term Agents on such Priority Collateral, ABL Revolving Priori- ty Collateral shall be automatically, unconditionally, and simultaneously released and terminated; provid- ed, however, that any proceeds remaining after the Discharge of ABL Revolving Obligations shall con- tinue to be subject to the extentLiens of the Term Claimholders. Each Term Agent, for itself or on behalf of any such Term Claimholders, promptly shall execute and deliver to the ABL Revolving Collateral Agent such termination or amendment statements, releases, and only other documents provided to it as the extentABL Revolving Collateral Agent may reasonably request to effectively confirm such release, at the Priority Agent has released its Liens in such Priority Collateralcost and expense of the Company and without the consent or direction of any other Term Claimholders. (c) Prior to the Discharge of Term Obligations, the Term Agents shall have the ex- clusive right vis-à-vis the ABL Revolving Collateral Agent to make determinations regarding the release or Disposition of any Notes Priority Collateral pursuant to the terms of the Term Documents or in accord- ance with the provisions of this Agreement, in each case upon five Business Days’ prior written notice to the ABL Revolving Collateral Agent, but without any consultation with or consent of the ABL Revolving Collateral Agent or any ABL Revolving Claimholder; provided, however that any Term Agent shall use commercially reasonable efforts to provide ten days’ prior written notice to the ABL Revolving Collateral Agent before any Disposition by such Term Agent by public auction, private sale or a “store closing,” “going out of business” or similar sale, whether in bulk, in lots or any other Disposition of such Collateral not in the ordinary course of Grantor’s business. (d) If, in connection with the Exercise of Secured Creditor Remedies by any Term Agent, including any Default Disposition of the Notes Priority Collateral, as provided for in Section 3, irrespective of whether an ABL Revolving Default or a Term Default has occurred and is continuing, any Term Agent releases any of its Liens on any part of the Notes Priority Collateral, then the Liens of the ABL Revolving Collateral Agent on such Notes Priority Collateral shall be automatically, unconditional- ly, and simultaneously released and terminated; provided, however, that any proceeds remaining after the Discharge of Term Obligations shall continue to be subject to the Liens of the ABL Revolving Claim- holders. The ABL Revolving Collateral Agent, for itself or on behalf of any such ABL Revolving Claim- holders, promptly shall execute and deliver to the Term Agents such termination or amendment state- ments, releases, and other documents provided to it as any Term Agent may reasonably request to effec- tively confirm such release, at the cost and expense of the Notes Issuer and without the consent or direc- tion of any other ABL Revolving Claimholders. (e) If, in connection with any Disposition of any ABL Revolving Priority Collateral permitted under the terms of the ABL Revolving Loan Documents and not expressly prohibited under the terms of the Term Loan Documents, each as in effect as the ABL Revolving Collateral Agent, for itself or on behalf of the date hereofany ABL Revolving Claimholders, the Priority Agent releases any of its Liens on the portion of the ABL Revolving Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of ABL Revolving Obligations, or (ii) after the occurrence and during the continuance of any Term Default, then the Liens of the Junior Agent Term Agents on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds released and terminated. Each Term Agent, for itself or on behalf of any such Default Disposition are applied in accordance with Section 4.1(aTerm Claimholders, promptly shall execute and deliver to the ABL Revolving Collateral Agent such termination or amendment statements, releases, and other documents as the ABL Revolving Collateral Agent may request to effectively confirm such release, at the cost and expense of the Company and without the consent or direction of any other Term Claimholders. (f) (as if they were Proceeds received If, in connection with an Enforcement Action). (d) In the event any Disposition of any private Notes Priority Collateral permitted under the terms of the Term Documents and not expressly prohibited under the terms of the ABL Revolv- ing Loan Documents, any Term Agent, for itself or public Disposition on behalf of all or any material Term Claimholders, releases any of its Liens on the portion of the Notes Priority Collateral by one or more Grantors that is the subject of such Disposition, other than (i) in connection with the consent Discharge of the Priority Agent Term Obligations, or (ii) after the occurrence and during the continuance con- tinuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”)ABL Revolving Default, then the Liens of the Junior ABL Revolving Collateral Agent on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable lawterminated. The ABL Revolving Collateral Agent, (ii) the Priority Agent also releases its Liens for itself or on such Priority Collateral, and (iii) the net cash Proceeds behalf of any such Default Disposition are applied in accordance with Section 4.1(a) (ABL Revolving Claimholders, promptly shall execute and deliver to the Term Agents such termination or amendment statements, releases, and other documents as if they were Proceeds received in connection with an Enforcement Action). (e) To the extent that the Liens of the Junior any Term Agent in and may request to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agenteffectively confirm such release, at the joint cost and several expense ex- pense of the Grantors, execute Company and deliver such release documents and confirmations of without the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release consent or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition direction of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority other ABL Revolving Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints the Priority Agent and any officer or agent of the Priority Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent or in the Priority Agent’s own name, from time to time in the Priority Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantors. (g) To the extent any Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may be.

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior If, in connection with the Exercise of Secured Creditor Remedies by First Lien Lender as provided for in Section 3 (with the proceeds thereof being applied to the Payment First Lien Priority Obligations with a concurrent permanent reduction in Full commitments), First Lien Lender releases any of its Liens on any part of the Collateral or releases any Grantor from its obligations in respect of the First Lien Obligations, then the Liens, of Second Lien Trustee on such Collateral, and the obligations of such Grantor in respect of the Second Lien Obligations, shall be automatically, unconditionally, and simultaneously released. Second Lien Trustee, for itself or on behalf of any Priority Debt such Second Lien Claimholders, promptly shall execute and subject deliver to the First Lien Lender such termination or amendment statements, releases, and other specific provisions of this Agreement including Section 5.1(e), the Priority Agent shall have the exclusive right documents as First Lien Lender may reasonably request to make determinations regarding the release or Disposition of any Priority Collateral pursuant to the terms of the applicable Documents or in accordance with the provisions of this Agreement, in each case without any consultation with or consent of any of the Junior Claimholderseffectively confirm such release. (b) If, in connection with an Enforcement Action by the Priority Agent as provided for in Section 3 and prior to the Payment in Full of the related Priority Debt, the Priority Agent releases any of its Liens on any part of the Priority Collateral (or such Liens are released by operation of law), then the Liens of the Junior Agent on such Priority Collateral, shall be automatically, unconditionally, and simultaneously released to the extent, and only to the extent, the Priority Agent has released its Liens in such Priority Collateral. (c) If, in connection with any Disposition of any Priority Collateral permitted under the terms of the ABL First Lien Loan Documents and the Term Loan Documents, each as in effect as of the date hereof, the Priority Agent First Lien Lender, for itself or on behalf of any First Lien Claimholders, releases any of its Liens on the portion of the Priority Collateral that is the subject of such Disposition, or releases any Grantor from its obligations in respect of the First Lien Obligations (if such Grantor is the subject of such Disposition), in each case other than (i) in connection with the Discharge of First Lien Priority Obligations, (ii) after the occurrence and during the continuance of any Second Lien Default, or (iii) if such Disposition is prohibited by the Second Lien Documents, then the Liens of the Junior Agent Second Lien Trustee on such Priority Collateral Collateral, and the obligations of such Grantor in respect of the Second Lien Obligations, shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds released. Second Lien Trustee, for itself or on behalf of any such Default Disposition are applied in accordance with Section 4.1(a) (Second Lien Claimholders, promptly shall execute and deliver to First Lien Lender such termination or amendment statements, releases, and other documents as if they were Proceeds received in connection with an Enforcement Action)First Lien Lender may reasonably request to effectively confirm such release. (dc) In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more Grantors with the consent of the Priority Agent First Lien Lender after the occurrence and during the continuance of an Event of a First Lien Default (and prior to the Payment in Full Discharge of the First Lien Priority DebtObligations), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent First Lien Lender in connection with good faith efforts by the Priority Agent First Lien Lender to collect the Priority Debt First Lien Obligations through the Disposition of Priority Collateral (any such Disposition, an a “Default Disposition”), then the Liens of the Junior Agent Second Lien Trustee on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (and, if the Default Disposition includes equity interests in any Grantor, Second Lien Trustee further agrees to release those persons whose equity interests are Disposed of from all of their obligations under the Second Lien Documents); provided that (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority Agent First Lien Lender also releases its Liens on such Priority CollateralCollateral (and, and if the Default Disposition includes equity interests in any Grantor, First Lien Lender is also releasing those persons whose equity interests are Disposed of from all of their obligations under the First Lien Loan Documents), (iiiii) the net cash Proceeds proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) 4.1 (as if they were Proceeds proceeds received in connection with an Enforcement Action)Exercise of Secured Creditor Remedies) with a concurrent permanent reduction in commitments, and (iii) with respect to Collateral that is subject to Article 9 of the UCC, the Grantors consummating such Default Disposition have (a) provided Second Lien Trustee with the prior written notice that would have been required if the Default Disposition were a disposition of collateral by a secured creditor under Article 9 of the UCC, and (b) conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a disposition of collateral by a secured creditor in accordance with Article 9 of the UCC. (e) To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (fd) Until the Payment in Full Discharge of the applicable First Lien Priority Debt Obligations occurs, the Junior Agent Second Lien Trustee, for itself and on behalf of Second Lien Claimholders, hereby irrevocably constitutes and appoints the Priority Agent First Lien Lender and any officer or agent of the Priority AgentFirst Lien Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Junior Agent Second Lien Trustee or such holder or in the Priority AgentFirst Lien Lender’s own name, from time to time in the Priority AgentFirst Lien Lender’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsrelease. (ge) To Until the Discharge of First Lien Priority Obligations occurs, to the extent any that First Lien Lender or First Lien Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debtthe First Lien Obligations, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of their Debtthe First Lien Obligations, then other Claimholders Second Lien Trustee, for itself and for Second Lien Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their DebtGrantor, as the case may be. (f) In any event in which the Second Lien Trustee acknowledges its release of its Lien or any portion thereof, it shall be entitled to receive an Opinion of Counsel and Officer’s Certificate (as such terms are defined in the Indenture).

Releases; Dispositions; Other Agreements. 5.1 Releases. (a) Prior to the Payment in Full Discharge of any Priority Debt Revolving Obligations and subject to Section 3.4, the other specific Revolving Collateral AgentLender shall have the exclusive right to make determinations regarding the release or Disposition of any Revolving Priority Collateral pursuant to the terms of the Revolving Loan Documents or in accordance with the provisions of this Agreement including Section 5.1(e)Agreement, without any consultation with or consent of, the Notes Collateral Agent or any Notes Claimholder. (b) If, in connection with the Exercise of Secured Creditor Remedies by the Revolving Collateral AgentLender as provided for in Section 3 irrespective of whether a Notes Default has occurred and is continuing, the Revolving Collateral AgentLender releases any of its Liens on any part of the Revolving Priority Collateral, then the Liens of the Notes Collateral Agent on such Revolving Priority Collateral shall be automatically, unconditionally, and simultaneously released; provided, however, that any proceeds remaining after the Discharge of Revolving Obligations shall be subject to the Liens of the Notes Claimholders. The Notes Collateral Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to the Revolving Collateral AgentLender such termination or amendment statements, releases, and other documents as the Revolving Collateral AgentLender may request to effectively confirm such release, at the cost and expense of the Parent, and without the consent or direction of any other Notes Claimholders. (c) Prior to the Discharge of Notes Obligations and subject to Section 3.4, the Notes Collateral Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Notes Priority Collateral pursuant to the terms of the applicable Notes Documents or in accordance with the provisions of this Agreement, in each case without any consultation with or consent of the Revolving Collateral AgentLender or any of the Junior ClaimholdersRevolving Claimholder. (bd) If, in connection with an Enforcement Action the Exercise of Secured Creditor Remedies by the Priority Notes Collateral Agent as provided for in Section 3 3, irrespective of whether a Revolving Default has occurred and prior to the Payment in Full of the related Priority Debtis continuing, the Priority Notes Collateral Agent releases any of its Liens on any part of the Notes Priority Collateral (or such Liens are released by operation of law)Collateral, then the Liens of the Junior Agent Revolving Collateral AgentLender on such Notes Priority Collateral, Collateral shall be automatically, unconditionally, and simultaneously released released; provided, however, that any proceeds remaining after the Discharge of Notes Obligations shall be subject to the extentLiens of the Revolving Claimholders. The Revolving Collateral AgentLender, for itself or on behalf of any such Revolving Claimholders, promptly shall execute and deliver to the Notes Collateral Agent such termination or amendment statements, releases, and only other documents as the Notes Collateral Agent may request to effectively confirm such release, at the extentcost and expense of the Parent, and without the Priority Agent has released its Liens in such Priority Collateralconsent or direction of any other Revolving Claimholders. (ce) If, in connection with any Disposition of any Revolving Priority Collateral permitted under the terms of the ABL Revolving Loan Documents and the Term Loan Notes Documents, each as in effect as the Revolving Collateral AgentLender, for itself or on behalf of the date hereofany Revolving Claimholders, the Priority Agent releases any of its Liens on the portion of the Revolving Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of Revolving Obligations, or (ii) after the occurrence and during the continuance of any Notes Default, then the Liens of the Junior Notes Collateral Agent on such Priority Collateral shall be automatically, unconditionally, and simultaneously release so long as the net cash Proceeds released. The Notes Collateral Agent, for itself or on behalf of any such Default Disposition are applied Notes Claimholders, promptly shall execute and deliver to the Revolving Collateral AgentLender such termination or amendment statements, releases, and other documents as the Revolving Collateral AgentLender may request to effectively confirm such release, at the cost and expense of the Parent, and without the consent or direction of any other Notes Claimholders. The Notes Collateral Agent hereby appoints the Revolving Collateral AgentLender and any officer or duly authorized person of the Revolving Collateral AgentLender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in accordance with Section 4.1(athe place and stead of the Notes Collateral Agent and in the name of the Notes Collateral Agent or in the Revolving Collateral Agent’sLender’s own name, from time to time, in the Revolving Collateral Agent’sLender’s sole discretion, for the purposes of carrying out the terms of Sections 5.1(b) and (e), to take any and all appropriate action and to execute and deliver any and all documents and instruments as if they were Proceeds received in connection may be necessary or desirable to accomplish the purposes of Sections 5.1(b) and (e), including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an Enforcement Actioninterest, is irrevocable). (df) In the event If, in connection with any Disposition of any private Notes Priority Collateral permitted under the terms of the Notes Documents and the Revolving Loan Documents, the Notes Collateral Agent, for itself or public Disposition on behalf of all or any material Notes Claimholders, releases any of its Liens on the portion of the Notes Priority Collateral by one or more Grantors that is the subject of such Disposition, other than (i) in connection with the consent Discharge of the Priority Agent Notes Obligations, or (ii) after the occurrence and during the continuance of an Event of Default (and prior to the Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”)Revolving Default, then the Liens of the Junior Agent Revolving Collateral AgentLender on such Collateral shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured party in accordance with the UCC) and in accordance with applicable lawreleased. The Revolving Collateral AgentLender, (ii) the Priority Agent also releases its Liens for itself or on such Priority Collateral, and (iii) the net cash Proceeds behalf of any such Default Disposition are applied in accordance with Section 4.1(a) (Revolving Claimholders, promptly shall execute and deliver to the Notes Collateral Agent such termination or amendment statements, releases, and other documents as if they were Proceeds received in connection with an Enforcement Action). (e) To the extent that the Liens of the Junior Notes Collateral Agent in and may request to any Priority Collateral are to be released as provided in this Section 5.1, (i) The Junior Agent shall promptly, upon the written request of the Priority Agenteffectively confirm such release, at the joint cost and several expense of the GrantorsParent, execute and deliver such release documents and confirmations of without the authorization to file UCC amendments, in each case, as the Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that any such release consent or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the Proceeds from any such Disposition direction of any Collateral, (ii) from and after the time that the Liens of the Priority Agent in and to such Priority other Revolving Claimholders. The Revolving Collateral are released, the Junior Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority Collateral subject to such Disposition, (iii) the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same extent as the consent of the Priority Claimholders, and (iv) in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt. (f) Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent AgentLender hereby irrevocably constitutes and appoints the Priority Notes Collateral Agent and any officer or agent duly authorized person of the Priority Notes Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority of attorney in the place and stead of Junior Agent the Revolving Collateral AgentLender and in the name of the Revolving Collateral AgentLender or in the Priority Notes Collateral Agent’s own name, from time to time time, in the Priority Notes Collateral Agent’s sole discretion, for the purpose purposes of carrying out the terms of this Section 5.1Sections 5.1(d) and (f), to take any and all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect thereto that as may be necessary or desirable to accomplish the purposes of this Section 5.1Sections 5.1(d) and (f), including any financing statement amendments (form UCC-3) or any other endorsements statements, endorsements, assignments, releases or other documents or instruments of transfer or release (which appointment, being coupled with respect to the Priority Collateral; provided that all such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been reimbursed by the Grantorsan interest, is irrevocable). (g) To In the extent event of any Claimholders private or public Disposition of (i) have released any Lien on their Collateral all or any Grantor material portion of the Revolving Priority Collateral by one or more Grantors with respect the consent of the Revolving Collateral AgentLender after the occurrence and during the continuance of a Revolving Default (and prior to their Debt, and any such Liens or obligations are later reinstated, the Discharge of Revolving Obligations) or (ii) obtain all or any new Liens from any Grantor material portion of the Notes Priority Collateral by one or obtain more Grantors with the consent of the Notes Collateral Agent after the occurrence and during the continuance of a guaranty from any Grantor of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject Notes Default (and prior to the terms (including Discharge of Notes Obligations), which Disposition is conducted by such Grantors with the lien subordination provisions) consent of this Agreementthe Revolving Collateral AgentLender in the case of the former, and a guaranty from such Grantor or the Notes Collateral Agent in the case of their Debtthe latter, in connection with good faith efforts by the Revolving Collateral AgentLender or the Notes Collateral Agent, as the case may be, to collect the Revolving Obligations through the Disposition of Revolving Priority Collateral or the Notes Obligations through the Disposition of Notes Priority Collateral (in either case, any such Disposition, a “Default Disposition”), then the Liens of the Notes Collateral Agent, if any, on such Revolving Priority Collateral and the Liens of the Revolving Collateral AgentLender, if any, on such Notes Priority Collateral shall be automatically, unconditionally, and simultaneously released; provided that with respect to Collateral that is subject to Article 9 of the UCC, the Grantors consummating such Default Disposition have (i) provided the applicable party with the prior written notice that would have been required if the Default Disposition were a Disposition of collateral by a secured creditor under Article 9 of the UCC, and (ii) conducted such Default Disposition in a commercially reasonable manner as if such Default Disposition were a Disposition of collateral by a secured creditor in accordance with Article 9 of the UCC; provided, further, that any proceeds of such Default Disposition are applied pursuant to Section 4.1.