Common use of Releases Clause in Contracts

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior The Second Priority Representative, for itself and on behalf of each Junior other Second Priority Debt Party under its Junior Secured Party, and the Third Priority Debt FacilityRepresentative, for itself and on behalf of each other Third Priority Secured Party, agrees that, in the event of a sale, transfer or other disposition Disposition of any specified item of Shared Collateral (including all x) following an Event of Default, (y) in connection with or substantially all in lieu of the equity interests exercise of any subsidiary remedies in respect of Shared Collateral by the Designated First Priority Representative or (z) if not following an Event of Default or in connection with or in lieu of the Borrower) other than a exercise of remedies in respect of Shared Collateral by the Designated First Priority Representative, so long as such Disposition or release granted upon or following is permitted by the Discharge terms of Senior Obligationsthe Second Priority Debt Documents and the Third Priority Debt Documents, the (x) Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral (but not on the proceeds thereof) granted to the Second Priority Representative and the other Second Priority Secured Parties to secure Junior Second Priority Debt Obligations and (y) Liens upon such Shared Collateral (but not on the proceeds thereof) granted to the Third Priority Representative and the other Third Priority Secured Parties to secure Third Priority Obligations, each shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior First Priority Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior the Second Priority Representative and Third Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and Representative, the Junior other Second Priority RepresentativesSecured Parties, the Third Priority Representative, and/or the other Third Priority Secured Parties) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior the Second Priority Representative and the Third Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expenseexpense and without any representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect (x) any agreement of a Junior the Second Priority Representative, for itself and on behalf of the Junior other Second Priority Debt Parties under its Junior Priority Debt FacilitySecured Parties, to release the Liens on the Junior Second Priority Collateral in other circumstances as set forth in the relevant Junior Second Priority Debt Documents or (y) any agreement of the Third Priority Representative, for itself and on behalf of the other Third Priority Secured Parties, to release the Liens on the Third Priority Collateral in other circumstances as set forth in the relevant Third Priority Debt Documents. (b) Each Junior The Second Priority Representative, for itself and on behalf of each Junior other Second Priority Debt Party under its Junior Secured Party, and the Third Priority Debt FacilityRepresentative, for itself and on behalf of each other Third Priority Secured Party, hereby irrevocably constitutes and appoints the Designated Senior First Priority Representative and any officer or agent of the Designated Senior First Priority Representative, 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 Second Priority Representative, such Junior other Second Priority Representative or Secured Party, the Third Priority Representative, such Junior Priority Debt other Third Party Secured Party or in the Designated Senior First Priority Representative’s own name, from time to time in the Designated Senior First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, the Second Priority Representative, for itself and on behalf of each other Second Priority Secured Party, and the Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, hereby consent to the application, whether prior to or after an Event of Default, of Proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair (x) the rights of the Second Priority Representative or the other Second Priority Secured Parties to receive Proceeds in connection with the Second Priority Obligations not otherwise in contravention of this Agreement or (y) the rights of the Third Priority Representative or the other Third Priority Secured Parties to receive Proceeds in connection with the Third Priority Obligations not otherwise in contravention of this Agreement. (d) After the Discharge of First Priority Obligations and unless and until the Discharge of Second Priority Obligations has occurred, the Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, hereby consents to the application, whether prior to or after an Event of Default, of Proceeds of Shared Collateral to the repayment of Second Priority Obligations pursuant to the Second Priority Debt Documents; provided that nothing in this Section 5.01(d) shall be construed to prevent or impair the rights of the Third Priority Representative or the other Third Priority Secured Parties to receive Proceeds in connection with the Third Priority Obligations not otherwise in contravention of this Agreement. (e) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document or any Third Priority Collateral Document, in the event the terms of (x) a Senior First Priority Collateral Document, (y) a Second Priority Collateral Document and/or and (y) a Junior Third Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both each of the Designated Senior Representative and any Junior First Priority Representative, the Second Priority Representative or Junior and/or the Third Priority Debt PartyRepresentative, as applicable, such Grantor may, until the applicable Discharge of Senior First Priority Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document and/or Third Priority Collateral Document, as it relates to such Shared Collateral Collateral, by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior First Priority Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, if in the event of a connection with (i) any sale, transfer or other disposition of any specified item of Shared Collateral by any Grantor (including all other than in connection with any enforcement or substantially all exercise of rights or remedies with respect to the Shared Collateral which shall be governed by clause (ii)) permitted under the terms of the equity interests Senior Debt Documents or consented to by the holders of any subsidiary of Senior Obligations under the Borrower) Senior Debt Documents (other than a release granted upon or following in connection with the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer ) or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with ii) the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such including any sale, transfer or other disposition is not permitted under of Collateral, the terms Designated Senior Representative, for itself and on behalf of the other Senior Secured Parties releases any of the Senior Liens on the Shared Collateral (a “Release”), then the Liens on such Shared Collateral securing any Second Priority Debt Obligations shall be automatically, unconditionally and simultaneously released, and each Second Priority Representative shall, for itself and on behalf of the other applicable Second Priority Class Debt Parties, promptly execute and deliver to the Designated Senior Representative and the applicable Grantors such termination statements, releases and other documents as the Designated Senior Representative or any applicable Grantor may reasonably request to effectively confirm such Release. Similarly, if the equity interests of any Junior Person are foreclosed upon or otherwise disposed of pursuant to clause (i) or (ii) above and in connection therewith the Designated Senior Representative releases the Senior Liens on the property or assets of such Person or releases such Person from its guarantee of Senior Obligations, then the Second Priority Lien on such property or assets of such Person and such Person’s guarantee of Second Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted be automatically released to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Lienssame extent. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an Event of Default (as defined in any Senior Debt Document) of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive Proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority RepresentativeIf, for itself and on behalf of each Junior Priority Debt at any time any Pledgor or any First Lien Obligations Secured Party under its Junior Priority Debt Facility, agrees that, in delivers notice to the event of a sale, transfer Applicable Second Lien Agent or other disposition of the relevant Second Lien Obligations Representatives that any specified item of Shared Common Collateral (including all or substantially all of the equity interests of a Pledgor or any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligationsits subsidiaries, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon which shall include for such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided thatpurpose, in the case of the sale of equity interests in any such sale, transfer subsidiary) held by such subsidiary (or other disposition any direct or indirect subsidiary thereof) is Disposed of Shared Collateral (other than to another Pledgor), (i) by the owner of such Common Collateral in a transaction not prohibited under the First Lien Credit Facility, any saleapplicable Other First Lien Obligations Documents, transfer the Second Lien Credit Agreement and any applicable Other Second Lien Obligations Documents; or (ii) during the existence of any Event of Default under (and as defined in) the First Lien Credit Facility or other disposition any applicable Other First Lien Obligations Documents in connection with the any enforcement or action, exercise of any rights or remedies with respect or to the Shared Collateral), extent that the Applicable First Lien Agent has consented to such Disposition; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens granted securing the Second Lien Obligations upon such Common Collateral will automatically be released and discharged as and upon, but only to the Junior Priority Representatives extent, such Liens on such Common Collateral securing the First Lien Obligations are released and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Documentdischarged. Upon delivery to the Applicable Second Lien Agent and each Second Lien Obligations Representative (if different from the Applicable Second Lien Agent) of a Junior Priority Representative of an Officer’s Certificate stating notice from the Applicable First Lien Agent, the relevant First Lien Obligations Representatives or the Company, which notice states that any such termination and release of Liens securing the Senior or supporting any First Lien Obligations has become effective (or shall become effective concurrently upon the release by the Applicable Second Lien Agent or other relevant Second Lien Obligations Secured Parties), whether in connection with a sale of such assets by the relevant Pledgor pursuant to the preceding clauses or otherwise, the Applicable Second Lien Agent or such other Second Lien Obligations Secured Parties, as the case may be, shall promptly execute and deliver such instruments, releases, termination statements or other documents or instruments confirming such release on customary terms or otherwise reasonably satisfactory to the Applicable First Lien Agent and the Company, it being understood that all reasonable and documented out-of-pocket expenses incurred by any Second Lien Obligations Secured Parties (and their respective representatives) in connection with the execution and delivery of such release documents or instruments shall be borne by the Pledgors. In the case of the Liens granted Disposition of all or substantially all of the capital stock of a Pledgor or any of its subsidiaries, the guarantee in favor of the Second Lien Obligations Secured Parties, if any, made by such Pledgor or such subsidiary will automatically be released and discharged as and upon, but only to the Junior Priority Debt Parties extent, the guarantee by such Pledgor or such subsidiary of the First Lien Obligations is released and discharged if (A) such Disposition is not prohibited by the terms of the First Lien Obligations Documents and the Junior Priority RepresentativesSecond Lien Obligations Documents or (B) such Disposition is made during the existence of any Event of Default under (and any necessary or proper instruments of termination or release prepared by as defined in) the Borrower First Lien Credit Facility or any other Grantorapplicable Other First Lien Obligations Documents in connection with any enforcement action, exercise of rights or remedies or to the extent that the Applicable First Lien Agent has consented to such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release Disposition. (b) Each of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, Applicable Second Lien Agent and each Second Lien Obligations Representative for itself and on behalf of the Junior Priority Debt applicable Second Lien Obligations Secured Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints (which appointment is coupled with an interest) the Designated Senior Representative Company, the Applicable First Lien Agent and any officer or agent of the Designated Senior RepresentativeCompany or the Applicable 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 such Junior Priority Representative the Applicable Second Lien Agent or such Junior Priority Debt Party Second Lien Obligations Representative, or in the Designated Senior RepresentativeCompany’s or the Applicable First Lien Agent’s own name, from time to time in the Designated Senior Company’s or such First Lien Obligations Representative’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior First Lien Obligations has occurred, comply with such requirement under each of the Applicable Second Lien Agent and each Second Lien Obligations Representative, for itself and on behalf of the applicable Junior Priority Second Lien Obligations Secured Parties, hereby consents to the application, whether prior to or after a default, of proceeds of Common Collateral Document as it relates or other collateral to such Shared Collateral by taking any the repayment of First Lien Obligations pursuant to the applicable First Lien Obligations Documents; provided, that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights of the actions set forth above only Second Lien Obligations Representatives or the other Second Lien Obligations Secured Parties to receive proceeds in connection with respect to, or the Second Lien Obligations not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Second Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, if in the event of a connection with (i) any sale, transfer or other disposition of any specified item of Shared Collateral by any Grantor (including all other than in connection with any enforcement or substantially all exercise of rights or remedies with respect to the Shared Collateral which shall be governed by clause (ii)) permitted under the terms of the equity interests Senior Debt Documents or consented to by the holders of any subsidiary of Senior Obligations under the Borrower) Senior Debt Documents (other than a release granted upon or following (A) in connection with the Discharge of Senior Obligations, Obligations or (B) after the Liens granted to occurrence and during the Junior Priority Representatives and continuance of any Event of Default under the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer Documents) or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with ii) the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such including any sale, transfer or other disposition is not permitted under the terms of Collateral so long as net proceeds of any Junior such Collateral are applied to reduce permanently the Senior Obligations, the Designated Senior Representative, for itself and on behalf of the other Senior Secured Parties releases any of the Senior Liens on the Shared Collateral (a “Release”), then the Liens on such Shared Collateral securing any Second Priority Debt Document. Upon delivery to a Junior Obligations shall be automatically, unconditionally and simultaneously released, and each Second Priority Representative shall, for itself and on behalf of an Officer’s Certificate stating that any the other applicable Second Priority Class Debt Parties, promptly execute and deliver to the Designated Senior Representative and the applicable Grantors such termination statements, releases and release other documents as the Designated Senior Representative or any applicable Grantor may reasonably request to effectively confirm such Release. Similarly, if the equity interests of Liens securing any Person are foreclosed upon or otherwise disposed of pursuant to clause (i) or (ii) above and in connection therewith the Designated Senior Representative releases the Senior Liens on the property or assets of such Person or releases such Person from its guarantee of Senior Obligations, then the Second Priority Lien on such property or assets of such Person and such Person’s guarantee of Second Priority Debt Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted be automatically released to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Lienssame extent. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an Event of Default (as defined in any Senior Debt Document) of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive Proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority RepresentativeIf, in connection with the exercise of the Controlling Collateral Agent’s remedies in respect of the Shared Collateral provided for in Section 3.1, or, during the continuance any matured “event of default” under the Working Capital Facility Documents, in connection with a Disposition in lieu of foreclosure or other exercise of remedies on any of Shared Collateral by any Obligor at the written direction, or with the approval, of the Controlling Collateral Agent or the Controlling Collateral Agent for itself and or on behalf of each Junior Priority Debt any of the Controlling Secured Parties, the Controlling Collateral Agent releases any of its Liens on any part of the Shared Collateral, then all Liens on such Shared Collateral in favor of any Secured Party under its Junior Priority Debt Facility(other than any such Liens on Proceeds, agrees thatwhich shall continue notwithstanding such release) shall be automatically, unconditionally and simultaneously released, provided that the Proceeds of such Shared Collateral are applied to repay the Obligations in the event of a accordance with Section 4.1. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrowercollectively, a “Disposition”) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release each of the Liens granted to Working Capital Facility Documents, the Junior Priority Debt Parties Notes Documents and the Junior Priority Representatives) and any necessary or proper instruments Pari Passu Indebtedness Documents (other than in connection with the exercise of termination or release prepared by the Borrower Controlling Collateral Agent’s remedies or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release Enforcement Action in respect of the Liens. Nothing Shared Collateral provided for in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative3.1), the Controlling Collateral Agent, for itself and or on behalf of any of the Junior Priority Debt Parties under Controlling Secured Parties, releases its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral toother than in connection with, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor anticipation of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurredWorking Capital Facility Obligations, comply with such requirement under then the applicable Junior Priority Collateral Document as it relates to Existing Notes Liens, the Interim Notes Liens and the Pari Passu Liens on such Shared Collateral by taking any of shall be automatically, unconditionally and simultaneously released; provided, that the actions set forth above only with respect to, or in favor of, Existing Notes Liens and Interim Notes Liens upon the Designated Senior Representative.Shared Collateral securing the Notes

Releases. (a) Each Junior Priority The release of any Lien granted upon the Collateral shall require the prior written consent of the Secured Debt Representatives; provided that each Secured Debt Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Secured Debt FacilityDocument, agrees that, in the event of a sale, transfer or other disposition Disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Equity Interests of any subsidiary Subsidiary of the BorrowerParent Guarantor) other than a release granted upon (i) in connection with the exercise of remedies in respect of Collateral in accordance with the provisions of this Agreement or following (ii) if not in connection with the Discharge exercise of Senior Obligationsremedies in respect of Collateral, so long as such Disposition is permitted by the terms of the Secured Debt Documents and the Collateral Documents, the Liens granted to the Junior Priority Secured Debt Representatives and the Junior Priority Debt Secured Parties upon such Shared Collateral to secure Junior Priority Debt Secured Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, that in the case of any such sale(i) only, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition A) the Lien securing the Secured Obligations shall attach to the proceeds thereof and (B) the proceeds thereof are applied to permanently reduce the Secured Debt in connection accordance with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt DocumentPost-Default Waterfalls. Upon delivery to a Junior Priority Representative the Secured Debt Representatives of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Secured Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Secured Parties and the Junior Priority Secured Debt Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Issuer or any other GrantorObligor, such Junior Priority Representative the Secured Debt Representatives will promptly execute, deliver or acknowledge, at the Borrower’s Issuer’ or the other GrantorObligor’s sole cost and expenseexpense and without any representation or warranty, such instruments (in form and substance reasonably satisfactory to each Secured Debt Representative) to evidence such termination and release of the Liens. Nothing Liens in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of accordance with the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Secured Debt Documents. (b) Each Junior Priority Secured Debt Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Secured Debt FacilityDocument, hereby irrevocably constitutes and appoints the Designated Senior each applicable Collateral Agent and Applicable Collateral Representative and any officer or agent of the Designated Senior Representativethereof, 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 such Junior Priority Secured Debt Representative or such Junior Priority Debt Secured Party or in the Designated Senior applicable Collateral Agent or Applicable Collateral Representative’s own name, from time to time in the Designated Senior Representative’s discretionaccordance with this Agreement, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything Unless and until the Discharge of Superpriority Secured Obligations has occurred, each Secured Debt Representative, for itself and on behalf of each Secured Party under the Secured Debt Documents, hereby consents to the contrary in application, whether prior to or after an event of default under any Junior Priority Collateral Secured Debt Document, in of all payments, including the event the terms proceeds of a Senior any enforcement of Collateral Document and a Junior Priority Collateral Document each require or any Grantor (i) to make payment payments in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership guarantees of any item Series of Shared Collateral in Secured Debt, to the name repayment of or make an assignment of ownership of any Shared Collateral the Secured Obligations pursuant to the Payment Waterfalls or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared CollateralPost-Default Waterfalls, as applicable, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only Secured Debt Representatives or the Secured Parties to receive proceeds in connection with respect to, or the Secured Obligations not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, agrees that, in the event of a saleany release of Liens on Shared Collateral securing any First Priority Obligations in connection with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, transfer or other disposition of any specified item Disposition of Shared Collateral (including all or substantially all of the equity interests Capital Stock of any subsidiary Subsidiary of the Borrower) other than a release granted upon or following so long as Disposition is permitted by the Discharge terms of Senior Obligationsthe Second Priority Debt Documents, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior First Priority Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior each Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior First Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Secured Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior each Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expenseexpense and without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Secured Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior First Priority Representative and any officer or agent of the Designated Senior First Priority Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Secured Party or in the Designated Senior First Priority Representative’s own name, from time to time in the Designated Senior First Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior First Priority Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior First Priority Representative and any Junior Second Priority Representative or Junior Second Priority Debt Secured Party, such Grantor may, until the applicable Discharge of Senior First Priority Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior First Priority Representative.

Releases. (a) Each Junior Priority The release of any Lien granted upon the Collateral shall require the prior written consent of the Secured Debt Representatives; provided that each Secured Debt Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Secured Debt FacilityDocument, agrees that, in the event of a sale, transfer or other disposition Disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Equity Interests of any subsidiary Subsidiary of the BorrowerParent Guarantor) other than a release granted upon (i) in connection with the exercise of remedies in respect of Collateral in accordance with the provisions of this Agreement or following (ii) if not in connection with the Discharge exercise of Senior Obligationsremedies in respect of Collateral, so long as such Disposition is permitted by the terms of the Secured Debt Documents and the Collateral Documents, the Liens granted to the Junior Priority Secured Debt Representatives and the Junior Priority Debt Secured Parties upon such Shared Collateral to secure Junior Priority Debt Secured Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, that in the case of any such sale(i) only, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition A) the Lien securing the Secured Obligations shall attach to the proceeds thereof and (B) the proceeds thereof are applied to permanently reduce the Secured Debt in connection accordance with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt DocumentPost-Default Waterfalls. Upon delivery to a Junior Priority Representative the Secured Debt Representatives of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Secured Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Secured Parties and the Junior Priority Secured Debt Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Issuer or any other GrantorObligor, such Junior Priority Representative the Secured Debt Representatives will promptly execute, deliver or acknowledge, at the Borrower’s Issuer’ or the other GrantorObligor’s sole cost and expenseexpense and without any representation or warranty, such instruments (in form and substance reasonably satisfactory to each Secured Debt Representative) to evidence such termination and release of the Liens. Nothing Liens in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of accordance with the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Secured Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in In connection with the (x) enforcement or exercise of any rights or remedies with respect to any Shared Collateral by the Shared Collateral)Relevant Designated Representative (including, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such without limitation, any sale, transfer or other disposition of any Shared Collateral) or (y) the disposal of an asset of a Guarantor which is not permitted under (A) being effected at the request of the Relevant Designated Representative in circumstances where the Shared Collateral has become enforceable as a result of an Enforcement Event or (B) being effected after the occurrence of an Enforcement Event, to a person or persons which is, or are not, a Guarantor (together, a “Distressed Disposal”), the Relevant Designated Representative is irrevocably authorized (at the cost of the Grantors in accordance with the terms of any Junior the applicable Senior Debt Document or Second Priority Debt Document. Upon delivery Document and without any consent, sanction, authority or further confirmation from the Secured Parties or any Grantor), unless a release or disposal would reasonably likely cause any personal criminal or civil liability (including without limitation according to Sections 30, 43 German Limited Liability Companies Act (GmbHG) of the managing directors of a Junior German limited liability company (GmbH) (or in case of a German limited partnership with a limited liability company as its general partner (GmbH & Co. KG), the managing directors of its general partner, provided that, upon the request of the Relevant Designated Representative, the relevant German entity shall confirm in writing to the Relevant Designated Representative and, if prior to the Discharge of Senior Obligations, the Designated Second Priority Representative, and provide evidence reasonably satisfactory to the Relevant Designated Representative of an Officer’s Certificate stating that (and, if applicable, the Designated Second Priority Representative), whether any such termination and action is anticipated to result in any personal and/or criminal liability of the relevant managing director(s)): (i) to release (or instruct the applicable security trustee to release) any Liens on any part of the Shared Collateral or any other claim over the asset which is the subject of such action, and, on release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release any of the Liens granted to constituting Senior Collateral, the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Liens or any other Grantorclaim over the asset which is the subject of such enforcement or exercise, such Junior Priority Representative will promptly executeif any, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Financing Agreement, and the Liens of any Senior Representative that is not the Designated Senior Representative, for itself and on behalf of each Senior Secured Party under its Senior Facility, shall be automatically, unconditionally and simultaneously released to the same extent as the Liens or other claims of the Designated Senior Representative, and the Relevant Designated Representative is irrevocably authorized to execute and deliver or enter into any release of such Liens or claims that may, in the discretion of the Relevant Designated Representative, be considered necessary or reasonably desirable in connection with such releases; it being understood and agreed that for purposes of this Section 5.01(a)(i), upon the commencement of the Second Priority Enforcement Period, the Relevant Designated Representative shall mean the Designated Second Priority Representative regardless of whether the Discharge of Senior Obligations has occurred; (ii) if the asset which is the subject of such action consists of shares in the capital of any Grantor, to release, on behalf of the Senior Secured Parties, Second Priority Debt FacilityParties and the Grantors (x) that Grantor and any subsidiary of that Grantor from all or any part of its Senior Obligations and/or its Second Priority Debt, (y) any Liens granted by that Grantor and any subsidiary of that Grantor over any of its assets, and (z) any other claim of any Senior Secured Party, Second Priority Debt Party or Grantor over that Grantor’s assets or over the assets of any subsidiary of that Grantor; (iii) if the asset which is the subject of such action consists of shares in the capital of a Grantor and the Relevant Designated Representative decides to dispose of the shares in the capital of such Grantor and all or any part of the Senior Obligations and/or Second Priority Debt owed by such Grantor (the “Disposal Obligations”), (x) (if the Relevant Designated Representative does not intend that any transferee of those Disposal Obligations (the “Transferee”) will be treated as a Senior Secured Party and/or Second Priority Debt Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of all or part of those Disposal Obligations providing that notwithstanding any other provision of any Senior Debt Document, any Second Priority Debt Document or this Agreement, the Transferee shall not be treated as a Senior Secured Party and/or Second Priority Debt Party for the purposes of this Agreement, and (y) (if the Relevant Designated Representative does intend that any Transferee will be treated as a Senior Secured Party and/or Second Priority Debt Party), to execute and deliver or enter into any agreement to dispose of all (and not part only) of the Disposal Obligations owed to the Senior Secured Parties and/or Second Priority Debt Parties, as applicable; and (iv) if the asset which is disposed of consists of shares in the capital of a Grantor (the “Disposed Entity”) and the Relevant Designated Representative decides to transfer to another Grantor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any subsidiary of that Disposed Entity in respect of Senior Obligations and/or Second Priority Debt, to dispose of such obligations in respect of such Senior Obligations and/or Second Priority Debt and to execute and deliver or enter into any agreement to (x) agree to the transfer of all or part of the obligations in respect of such Senior Obligations and/or Second Priority Debt on behalf of the Senior Secured Parties, Second Priority Debt Party or Grantors, as the case may be, to which those obligations are owed and on behalf of the Grantors which owe those obligations and (y) to accept the transfer of all or part of the obligations in respect of such Senior Obligations and/or Second Priority Debt on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of such Second Priority Debt is to be transferred. Each of the Designated Second Priority Representatives, for itself or on behalf of any such Second Priority Debt Parties promptly shall execute and deliver to the Relevant Designated Representative or such Grantor such termination statements, releases and other documents as the Relevant Designated Representative or such Grantor may request to effectively confirm the foregoing releases. In the case of any disposal made pursuant to this Section 5.01(a), the Relevant Designated Representative shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Relevant Designated Representative shall have no obligation to postpone any such disposal in order to achieve a higher price). The requirement in the immediately preceding sentence shall be satisfied and the Relevant Designated Representative will be taken to have discharged all its obligations in this respect under this Agreement, the other Debt Documents and generally at law if (i) that disposition is made (x) pursuant to any process or proceedings approved or supervised by or on behalf of any court of law, (y) by, at the direction of or under the control of, a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer (or any analogous officer in any relevant jurisdiction) appointed in respect of a Guarantor or the assets of a Guarantor or (z) pursuant to a Competitive Sales Process; or (ii) a Financial Advisor appointed by the Relevant Designated Representative pursuant to Section 5.10 and/or in the case of any enforcement against shares in the capital of any Grantor in accordance with applicable Requirements of Law, has delivered a Fairness Opinion to the Relevant Designated Representative in respect of the applicable disposition or in respect of that enforcement of share capital (in accordance with the applicable Requirements of Law governing that enforcement of share capital) and the Relevant Designated Representative shall use commercially reasonable efforts to procure that a copy of such Fairness Opinion is disclosed to the Second Priority Representative (unless such Representative is at such time the Relevant Designated Representative) on a non-reliance basis. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Financing Agreement hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party Party, or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or reasonably desirable to accomplish the purposes of Section 5.01(a), ) including any termination statements, endorsements or other instruments of transfer or release. This appointment is coupled with an interest and irrevocable. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Financing Agreement, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) to obtain any deposit account control agreement or securities account control agreement, or cause any deposit bank, securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) to hold any item of Shared Collateral on behalf of and for the benefit or (as applicable) in trust for (to the extent such item of Shared Collateral cannot be held on behalf and for the benefit or (as applicable) in trust for multiple parties under applicable lawRequirements of Law), (vi) to obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) to obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative, subject to Section 5.05.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, if in the event of a connection with (i) any sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of by any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral Grantor (other than any sale, transfer or other disposition in connection with any enforcement or exercise of rights or remedies with respect to the Shared Collateral which shall be governed by clause (ii)) permitted under the terms of the Senior Debt Documents or consented to by the holders of Senior Obligations under the Senior Debt Documents (other than after the occurrence and during the continuance of any Event of Default under the Second Priority Debt Documents) or (ii) the enforcement or exercise of any rights or remedies with respect to the Shared Collateral)Collateral by a Senior Secured Party, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such including any sale, transfer or other disposition is not permitted under the terms of Shared Collateral so long as net proceeds of any Junior such Shared Collateral are applied to reduce permanently the Senior Obligations, the Designated Senior Representative, for itself and on behalf of the other Senior Secured Parties releases any of the Senior Liens on any of the Shared Collateral (a “Release”), then the Liens on such Shared Collateral securing any Second Priority Debt Document. Upon delivery to a Junior Obligations shall be automatically, unconditionally and simultaneously released, and each Second Priority Representative of an Officer’s Certificate stating that any such termination shall, for itself and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release on behalf of the Liens granted to the Junior other applicable Second Priority Class Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expenseexpense of the Grantors, such instruments promptly execute and deliver to evidence the Designated Senior Representative and the applicable Grantors such termination statements, releases and release other documents as the Designated Senior Representative or any applicable Grantor may reasonably request to effectively confirm such Release. Similarly, if the equity interests of any Person are foreclosed upon or otherwise disposed of pursuant to clause (i) or (ii) above and in connection therewith the LiensDesignated Senior Representative releases the Senior Liens on the Shared Collateral of such Person or releases such Person from its guarantee of Senior Obligations, then the Second Priority Lien on such property or assets of such Person and such Person’s guarantee of Second Priority Debt Obligations shall be automatically released to the same extent. Nothing in this Section 5.01(a) will 5.01(a)will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral or to release any Person from its guarantee of Second Priority Debt Obligations as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an Event of Default (as defined in any Senior Debt Document) of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive Proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior ObligationsCollateral, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by Holdings, the Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at Holdings’, the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative Collateral Agent and any officer or agent of the Designated Senior RepresentativeCollateral 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior RepresentativeCollateral Agent’s own name, from time to time in the Designated Senior RepresentativeCollateral Agent’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor to (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative Collateral Agent and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior RepresentativeCollateral Agent.

Releases. (a) Each Subject to the penultimate sentence of this Section 5.01(a), each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than (a release granted upon or following the Discharge of Senior Obligations“Disposition”), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and or shall be released, automatically and without any further action, concurrently with the termination and or release of all Liens granted upon such Shared Collateral to secure Senior Obligations; , provided that, in that the case parties’ respective Liens shall attach to the net proceeds of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection Disposition with the enforcement or exercise of any rights or remedies with respect same Lien priorities as provided in this Agreement to the Shared Collateral), extent such proceeds are not otherwise utilized to permanently reduce the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt DocumentSenior Obligations. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and or release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and or release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s ’ or the other Grantor’s sole cost and expense, such instruments to evidence such termination and or release of the Liens; provided, however that such Officer’s Certificate shall not be required for any termination or release in connection with the exercise of remedies following an event of default. Nothing in this Section 5.01(a) will be deemed to (x) affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents or (y) except in the case of a Disposition in connection with the exercise of secured creditors’ rights and remedies, require the release of Liens granted upon such Shared Collateral to secure Junior Priority Debt Obligations if such Disposition is not permitted under the terms of the Junior Priority Debt Documents. If in connection with any enforcement action or other exercise of rights and remedies by any Senior Representative, in each case, prior to a Discharge of Senior Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and such Senior Representative releases its Lien on the property or assets of such Person, then the liens of each Junior Representative and Junior Priority Debt Parties will be released to the same extent as the Liens of such Senior Representative and Senior Secured Parties are released. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding Unless and until the Discharge of Senior Obligations has occurred, each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Representatives or the Junior Priority Debt Parties to receive proceeds in connection with the Junior Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Subject to Sections 5.06(a) and 5.06(f), notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor to (i) to make any payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated any Senior Representative or Senior Secured Party and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority RepresentativeIf, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in at any time any Grantor or the event of a sale, transfer or other disposition holder of any Senior Lender Claim delivers notice to each Second Priority Agent that any specified item of Shared Common Collateral (including all or substantially all of the equity interests of a Grantor or any subsidiary of the Borrowerits Subsidiaries) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon (including for such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided thatpurpose, in the case of the sale of equity interests in any Subsidiary, any Common Collateral held by such saleSubsidiary or any direct or indirect Subsidiary thereof) is: (i) sold, transfer transferred or otherwise disposed of by the owner of such Common Collateral in a transaction permitted under the Credit Agreement, the Other First-Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other disposition of Shared Collateral Senior Lender Document and Second Priority Document (other than any saleif any); or (ii) otherwise released as permitted by the Credit Agreement and, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies except with respect to an exercise by the Shared CollateralFirst Lien Agent pursuant to Section 3.1, the Other First-Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any), then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens granted in favor of the Second Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the Junior Priority Representatives extent, such Liens on such Common Collateral securing Senior Lender Claims are released and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Documentdischarged. Upon delivery to each Second Priority Agent of a Junior Priority Representative of an Officer’s Certificate notice from any First Lien Agent stating that any such termination and release of Liens securing se-curing or supporting the Senior Obligations Lender Claims has become effective (or shall become effective concurrently upon each Second Priority Agent’s release) (whether in connection with a sale of such termination and release of assets by the Liens granted relevant Grantor pursuant to the Junior preceding sentence or otherwise), each Second Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative Agent will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, documents confirming such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documentscustomary terms. (b) Each Junior Second Priority RepresentativeAgent, for itself and on behalf of each Junior applicable Second Priority Debt Party under its Junior Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints the Designated Senior Representative each First Lien Agent and any officer or agent of the Designated Senior Representativesuch 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 such Junior each Second Priority Representative Agent or such Junior Priority Debt Party holder or in the Designated Senior Representativesuch First Lien Agent’s own name, from time to time in the Designated Senior Representativesuch First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations Lender Claims has occurred, comply with such requirement under each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby consents to the applicable Junior Priority application, whether prior to or after a default, of proceeds of Common Collateral Document as it relates or other collateral to such Shared Collateral by taking any the repayment of Senior Lender Claims pursuant to the Senior Lender Documents; provided that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights of the actions set forth above only Second Priority Agents or the Second Priority Secured Parties to receive proceeds in connection with respect to, or the Second Priority Claims not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Junior Priority RepresentativeIf, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in at any time any Grantor or the event of a sale, transfer or other disposition holder of any Senior Lender Claim delivers notice to each Second Priority Agent that any specified item of Shared Common Collateral (including all or substantially all of the equity interests of a Grantor or any subsidiary of the Borrowerits Subsidiaries) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon (including for such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided thatpurpose, in the case of the sale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is: (A) sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction not prohibited under the Credit Agreement, the Other First Priority Lien Obligations Credit Documents and each other Senior Lender Document (if any); or (ii) prior to the Discharge of Senior Lender Claims, to the extent that any of the First Lien Agents has consented to such sale, transfer or other disposition disposition; or (B) otherwise released as permitted by the Credit Agreement and the Other First Priority Lien Obligations Credit Documents, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of Shared the Second Priority Secured Parties upon such Common Collateral (other than any salewill automatically be released and discharged as and when, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect but only to the Shared Collateral)extent, the such Liens granted to the Junior Priority Representatives on such Common Collateral securing Senior Lender Claims are released and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Documentdischarged. Upon delivery to each Second Priority Agent of a Junior Priority Representative of an Officer’s Certificate notice from any First Lien Agent stating that any such termination and release of Liens securing or supporting the Senior Obligations Lender Claims has become effective (or shall become effective concurrently upon each Second Priority Agent’s release) (whether in connection with a sale of such termination and release of assets by the Liens granted relevant Grantor pursuant to the Junior Priority Debt Parties and preceding sentence, the Junior Priority Representatives) and any necessary or proper instruments exercise of termination or release prepared by the Borrower or any other Grantorremedies in respect of, such Junior Common Collateral or otherwise), each Second Priority Representative Agent will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, documents confirming such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documentscustomary terms. (b) Each Junior Second Priority RepresentativeAgent, for itself and on behalf of each Junior applicable Second Priority Debt Party under its Junior Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints the Designated Senior Representative each First Lien Agent and any officer or agent of the Designated Senior Representativesuch 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 such Junior each Second Priority Representative Agent or such Junior Priority Debt Party holder or in the Designated Senior Representativesuch First Lien Agent’s own name, from time to time in the Designated Senior Representativesuch First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations Lender Claims has occurred, comply with such requirement under each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby consents to the applicable Junior Priority application, whether prior to or after a default, of proceeds of Common Collateral Document as it relates or other collateral to such Shared Collateral by taking any the repayment of Senior Lender Claims pursuant to the Senior Lender Documents; provided that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights of the actions set forth above only Second Priority Agents or the Second Priority Secured Parties to receive proceeds in connection with respect to, or the Second Priority Claims not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, if in the event of a connection with (i) any sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of by any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral Grantor (other than any sale, transfer or other disposition in connection with any enforcement or exercise of rights or remedies with respect to the Shared Collateral which shall be governed by clause (ii)) permitted under the terms of the Senior Debt Documents or consented to by the holders of Senior Obligations under the Senior Debt Documents (other than after the occurrence and during the continuance of any Event of Default under the Second Priority Debt Documents) or (ii) the enforcement or exercise of any rights or remedies with respect to the Shared Collateral)Collateral by a Senior Secured Party, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such including any sale, transfer or other disposition is not permitted under the terms of Shared Collateral so long as net proceeds of any Junior such Shared Collateral are applied to reduce permanently the Senior Obligations, the Designated Senior Representative, for itself and on behalf of the other Senior Secured Parties releases any of the Senior Liens on any of the Shared Collateral (a “Release”), then the Liens on such Shared Collateral securing any Second Priority Debt Document. Upon delivery to a Junior Obligations shall be automatically, unconditionally and simultaneously released and each Second Priority Representative of an Officer’s Certificate stating that any such termination shall, for itself and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release on behalf of the Liens granted to the Junior other applicable Second Priority Class Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expenseexpense of the Grantors, such instruments promptly execute and deliver to evidence the Designated Senior Representative and the applicable Grantors such termination statements, releases and release other documents as the Designated Senior Representative or any applicable Grantor may reasonably request to effectively confirm such Release; provided that, with respect to clause (ii) above, any proceeds received by the Senior Priority Representatives and any other Senior Secured Party in excess of those necessary to achieve the LiensDischarge of Senior Obligations shall be distributed in accordance with Section 4.01. Similarly, if the equity interests of any Person are foreclosed upon or otherwise disposed of pursuant to clause (i) or (ii) above and in connection therewith the Designated Senior Representative releases the Senior Liens on the Shared Collateral of such Person or releases such Person from its guarantee of Senior Obligations, then the Second Priority Lien on such property or assets of such Person and such Person’s guarantee of Second Priority Debt Obligations shall be automatically released to the same extent. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral or to release any Person from its guarantee of Second Priority Debt Obligations as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority RepresentativeIf, in connection with the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1, the First Lien Collateral Agent, for itself and or on behalf of each Junior Priority Debt Party any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases any Grantor from its obligations under its Junior Priority Debt Facilityguaranty of the First Lien Obligations, agrees thatthen the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release. (b) If in the event of a connection with any sale, lease, exchange, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrowercollectively, a “Disposition”) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of the First Lien Loan Documents or consented to by the First Lien Claimholders (other than the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1), the First Lien Collateral Agent, for itself or on behalf of any Junior Priority Debt Documentof the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases any Grantor from its obligations under its guaranty of the First Lien Obligations, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. Upon delivery to a Junior Priority Representative The Second Lien Collateral Agent, for itself or on behalf of an Officer’s Certificate stating that any such termination Second Lien Claimholders, promptly shall execute and release of Liens securing deliver to the Senior Obligations has become effective (First Lien Collateral Agent or shall become effective concurrently with such Grantor such termination statements, releases and release other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority RepresentativeSecond Lien Collateral Agent, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilitySecond Lien Claimholders, hereby irrevocably constitutes and appoints the Designated Senior Representative First Lien Collateral Agent and any officer or agent of the Designated Senior RepresentativeFirst Lien 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 such Junior Priority Representative the Second Lien Collateral Agent or such Junior Priority Debt Party holder or in the Designated Senior RepresentativeFirst Lien Collateral Agent’s own name, from time to time in the Designated Senior RepresentativeFirst Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary Subsidiary of the Borrower) by, or with the consent of, the Designated Senior Representative or otherwise permitted under the Senior Debt Documents, other than a release granted upon (unless granted in connection with) or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall (whether or not any Insolvency or Liquidation Proceeding is pending at such time) terminate and be released, immediately and automatically and without any further actionaction by any Person, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute and/or authorize any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, notations of liens, endorsements or other instruments of transfer or release. The Designated Senior Representative hereby agrees to take action reasonably requested by the Grantors to carry out the terms of this Section 5.01(b) or to accomplish the purposes of Section 5.01(a). (c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document, of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Priority Representatives or the Junior Priority Debt Parties to receive proceeds in connection with the Junior Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment any payments in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to make notations of lien or register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated any Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative; provided that, notwithstanding anything to the contrary, any action or compliance with respect to the foregoing by any Grantor shall not cause a default or event of default to exist under any Senior Debt Document or any Junior Priority Debt Document.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, agrees that, if in the event of connection with (i) a sale, transfer or other disposition Disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Capital Stock of any subsidiary Subsidiary of the Borrower) (other than in connection with the exercise of remedies with respect to the Shared Collateral which shall be governed by clause (ii)) permitted under the terms of the Second Priority Debt Documents or (ii) the exercise of any remedies with respect to the Shared Collateral by any Senior Priority Secured Parties made or exercised on a release granted upon or following the Discharge of Senior Obligationscommercially reasonable basis, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Secured Parties upon such Shared Collateral (but not on the Proceeds thereof) to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Priority Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Secured Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by Holdings, the Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at Holdings’, the Borrower’s or the other Grantor’s sole cost and expenseexpense and without any representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Secured Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Priority Representative and any officer or agent of the Designated Senior Priority Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Secured Party or in the Designated Senior Priority Representative’s own name, from time to time in the Designated Senior Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Priority Debt Document of proceeds of Shared Collateral to the repayment of Senior Priority Obligations pursuant to the Senior Priority Debt Documents; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Priority Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Priority Representative and any Junior Second Priority Representative or Junior Second Priority Debt Secured Party, such Grantor may, until the applicable Discharge of Senior Priority Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Priority Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the BorrowerCompany) other than (a release granted upon or following the Discharge of Senior Obligations“Disposition”), the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and or shall be released, automatically and without any further action, concurrently with the termination and or release of all Liens granted upon such Shared Collateral to secure Senior Obligations; , provided that, in that the case parties’ respective Liens shall attach to the net proceeds of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection Disposition with the enforcement or exercise of any rights or remedies with respect same Lien priorities as provided in this Agreement to the Shared Collateral), extent such proceeds are not otherwise utilized to permanently reduce the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt DocumentSenior Obligations. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate or other written document (including any release document from the Designated Senior Representative) stating or providing evidence that any such termination and or release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and or release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and or release of the Liens; provided, however that such Officer’s Certificate shall not be required for any termination or release in connection with the exercise of remedies following an Event of Default. Nothing in this Section 5.01(a) will be deemed to (x) affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents or (y) except in the case of a Disposition in connection with the exercise of secured creditors’ rights and remedies, require the release of Liens granted upon such Shared Collateral to secure Second Priority Debt Obligations if such Disposition is not permitted under the terms of the Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive Proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor to (i) to make payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of of, or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated any Senior Representative or Senior Secured Party and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, if in the event of a connection with (i) any sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of by any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral Grantor (other than any sale, transfer or other disposition in connection with any enforcement or exercise of rights or remedies with respect to the Shared Collateral which shall be governed by clause (ii)) permitted under the terms of the Senior Debt Documents or consented to by the holders of Senior Obligations under the Senior Debt Documents (other than after the occurrence and during the continuance of any Event of Default under the Junior Debt Documents) or (ii) the enforcement or exercise of any rights or remedies with respect to the Shared Collateral)Collateral by a Senior Secured Party, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such including any sale, transfer or other disposition is not permitted under the terms of Shared Collateral so long as net proceeds of any Junior Priority Debt Document. Upon delivery such Shared Collateral are applied to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing reduce permanently the Senior Obligations has become effective (or shall become effective concurrently with such termination Obligations, the Designated Senior Representative, for itself and release on behalf of the other Senior Secured Parties releases any of the Senior Liens granted to on any of the Shared Collateral (a “Release”), then the Liens on such Shared Collateral securing any Junior Priority Debt Obligations shall be automatically, unconditionally and simultaneously released and each Junior Representative shall, for itself and on behalf of the other applicable Junior Class Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expenseexpense of the Grantors, such instruments promptly execute and deliver to evidence the Designated Senior Representative and the applicable Grantors such termination statements, releases and release other documents as the Designated Senior Representative or any applicable Grantor may reasonably request to effectively confirm such Release; provided that, with respect to clause (ii) above, any proceeds received by the Senior Priority Representatives and any other Senior Secured Party in excess of those necessary to achieve the LiensDischarge of Senior Obligations shall be distributed in accordance with Section 4.01. Similarly, if the equity interests of any Person are foreclosed upon or otherwise disposed of pursuant to clause (i) or (ii) above and in connection therewith the Designated Senior Representative releases the Senior Liens on the Shared Collateral of such Person or releases such Person from its guarantee of Senior Obligations, then the Junior Lien on such property or assets of such Person and such Person’s guarantee of Junior Debt Obligations shall be automatically released to the same extent. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral or to release any Person from its guarantee of Junior Debt Obligations as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Representative, for itself and on behalf of each Junior Debt Party under its Junior Debt Facility, hereby consents to the application, whether prior to or after an Event of Default (as defined in any Senior Debt Document) of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Representatives or the Junior Debt Parties to receive Proceeds in connection with the Junior Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) If any First Lien Representative, for itself or on behalf of any of the First Lien Secured Parties, releases any of its Liens on any part of the Collateral or such First Lien Representative, for itself or on behalf of any of the First Lien Secured Parties, releases any Grantor (and any Subsidiary of such Grantor) from its obligations under its guaranty of the First Lien Obligations in connection with any Enforcement Action by any First Lien Representative prior to the Discharge of First Lien Obligations, then the Liens, if any, of each Second Lien Representative, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released; provided, however, if no event of default under the First Lien Documents has occurred and is continuing as of the time of such Enforcement Action and release of Liens or guaranty, the Second Lien Representative shall have no obligation to release the Liens securing, or any guaranty of, the Second Lien Obligations unless the same is permitted under the Second Lien Documents. If in connection with any Enforcement Action by any First Lien Representative prior to the Discharge of First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and such First Lien Representative releases its Lien on the property or assets of such Person then the Liens of each Second Lien Representative with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of such First Lien Representative; provided, however, if no event of default under the First Lien Documents has occurred and is continuing as of the time of such Enforcement Action and release of Liens on the property or assets of such Person, the Second Lien Representative shall have no obligation to release the Liens on the property or assets of such Person securing the Second Lien Obligations unless the same is permitted under the Second Lien Documents. Each Junior Priority Second Lien Representative, for itself or on behalf of any Second Lien Secured Parties represented by it, shall promptly execute and deliver to the First Lien Representatives or such Grantor such termination statements, releases and other documents as any First Lien Representative or such Grantor may request to effectively confirm the foregoing releases set forth in this Section 5.1(a). (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) by any Grantor permitted under the terms of the First Lien Documents and permitted under the terms of the Second Lien Documents (other than in connection with an Enforcement Action, which shall be governed by Section 5.1(a) above), any First Lien Representative, for itself or on behalf of any of the First Lien Secured Parties represented by it, releases any of its Liens on any part of the Collateral, or any First Lien Representative, for itself or on behalf of any of the First Lien Secured Parties represented by it, releases any Grantor from its obligations under its guaranty of the First Lien Obligations, in each case other than in connection with, or following, the Discharge of First Lien Obligations, then the Liens, if any, of each Second Lien Representative, for itself or for the benefit of the Second Lien Secured Parties represented by it, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. Each Second Lien Representative, for itself and on behalf of each Junior Priority Debt Second Lien Secured Party under its Junior Priority Debt Facilityrepresented by it, agrees thatshall promptly execute and deliver to the First Lien Representatives or such Grantor such termination statements, in the event of a sale, transfer releases and other documents as any First Lien Representative or other disposition of any specified item of Shared Collateral such Grantor may request to effectively confirm such release. (including all or substantially all of the equity interests of any subsidiary of the Borrowerc) other than a release granted upon or following Until the Discharge of Senior ObligationsFirst Lien Obligations occurs, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority each Second Lien Representative, for itself and on behalf of the Junior Priority Debt Second Lien Secured Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityrepresented by it, hereby irrevocably constitutes and appoints the Designated Senior Representative First Lien Representative, and any officer or agent duly authorized person of the Designated Senior First Lien Representative, with full power of substitution, as its the true and lawful attorney-in-fact with full irrevocable power and authority of attorney in the place and stead of such Junior Priority Second Lien Representative or and such Junior Priority Debt Party Second Lien Secured Parties or in the Designated Senior First Lien Representative’s own name, from time to time time, in the Designated Senior First Lien Representative’s sole discretion, for the purpose of carrying out the terms provisions of this Section 5.01(a), to take 5.1 and taking any and all appropriate action and to execute executing and delivering any and all documents and instruments that the Designated First Lien Representative may be deem necessary or desirable advisable to accomplish the purposes of this Section 5.01(a5.1 (which appointment, being coupled with an interest, is irrevocable until the Discharge of First Lien Obligations), including any termination statements, endorsements or other instruments of transfer or release. (cd) Notwithstanding anything Until the Discharge of First Lien Obligations occurs, to the contrary in extent that any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor First Lien Representative or First Lien Secured Parties (i) to make payment in respect of have released any item of Shared Collateral, Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) to deliver obtain any new liens or afford control over additional guarantees from any item of Shared Collateral toGrantor, or deposit then each Second Lien Representative, for itself and for the Second Lien Secured Parties represented by it, shall be granted a Lien on any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared such Collateral, with instructions subject to the lien subordination provisions and other terms and conditions of this Agreement, and each Second Lien Representative, for itself and for the Second Lien Secured Parties represented by it, shall be granted an additional guaranty, as the case may be. (e) Notwithstanding the foregoing provisions of this Section 5.1, no Disposition otherwise subject to the provisions of this Section 5.1 may be to a Grantor or orders fromany affiliate of a Grantor, or to treat, in respect of the Sponsor or any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any affiliate of the actions set forth above only with respect to, or in favor of, the Designated Senior RepresentativeSponsor.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior ObligationsCompany), the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Parent Borrower) other than a release granted upon or following the Discharge of Senior Obligations), the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Parent Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Parent Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative Collateral Agent and any officer or agent of the Designated Senior RepresentativeCollateral 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior RepresentativeCollateral Agent’s own name, from time to time in the Designated Senior RepresentativeCollateral Agent’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative Collateral Agent and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior RepresentativeCollateral Agent.

Releases. (a) Each Junior Priority Representative11.2.1 This Security Agreement is made for collateral purposes only. Subject to Section 11.2.2 below, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in at such time as the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Secured Obligations shall terminate have been paid and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, performed in the case of any such sale, transfer or other disposition of Shared Collateral full (other than any sale, transfer or contingent indemnity obligations and other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateralcontingent reimbursement obligations), the Collateral shall automatically be released from the Liens granted created hereby, and this Security Agreement and all obligations of Secured Party and Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Junior Priority Representatives Collateral shall revert to Grantor. At the request and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms sole expense of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that Grantor following any such termination and release of Liens securing the Senior Obligations has become effective (Secured Party shall deliver to Grantor all termination statements, releases or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper other instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable proper to accomplish revest in Grantor (without recourse to or warranty by the purposes Secured Party) full title to the Collateral granted in this Security Agreement, subject to any acceptance or disposition of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or releaseCollateral which may have been made by the Secured Party pursuant to this Security Agreement. (c) Notwithstanding anything 11.2.2 This Security Agreement and the security interests granted herein shall remain in full force and effect and continue to be effective if at any time payment and performance of the contrary Secured Obligations, or any part thereof, is, pursuant to applicable law, avoided, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is avoided, rescinded, reduced, restored or returned, the Secured Obligations and the security interests granted herein shall be reinstated and the Secured Obligations shall be deemed reduced only by such amount paid and not so avoided, rescinded, reduced, restored or returned. The provisions of this Section 11.2.2 shall survive repayment of all of the Secured Obligations, and the termination of this Security Agreement in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.manner

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary Subsidiary of the a Borrower) by, or with the consent of, the Designated Senior Representative or otherwise permitted under the Senior Debt Documents, other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall (whether or not any Insolvency or Liquidation Proceeding is pending at such time) terminate and be released, immediately and automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the a Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the such Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. The Designated Senior Representative hereby agrees to take action reasonably requested by the Grantors to carry out the terms of this Section 5.01(b) or to accomplish the purposes of Section 5.01(a). (c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Priority Representatives or the Junior Priority Debt Parties to receive proceeds in connection with the Junior Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment any payments in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative; provided, notwithstanding anything to the contrary, any action or compliance with respect to the foregoing by any Grantor shall not cause a default or event of default to exist under any Senior Debt Document or any Junior Priority Debt Document.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior ObligationsCompany), the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Parent Borrower) other than a release granted upon or following the Discharge of Senior Obligations), the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Parent Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Parent Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that: (1) if in connection with any exercise of any Senior Representative’s rights or remedies in respect of the Shared Collateral, in each case prior to the Discharge of Senior Debt Obligations, such Senior Representative, for itself or on behalf of any of the Senior Secured Parties, releases any of its Liens on any part of the Shared Collateral or such Senior Representative, for itself or on behalf of any of the Senior Secured Parties releases any Grantor from its obligations under its guaranty of the Senior Debt Obligations, then the Liens, if any, of each Second Priority Representative, for itself or for the benefit of the Second Priority Debt Parties, on such Shared Collateral, and the obligations of such Grantor under its guaranty of the Second Priority Debt Obligations, shall be automatically, unconditionally and simultaneously released to the same extent as the Liens and/or guarantees, as applicable, of such Senior Representative, (2) if in connection with any exercise of any Senior Representative’s remedies, in each case prior to the Discharge of Senior Debt Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and such Senior Representative releases its Lien on the property or assets of such Person, then the Liens of each Second Priority Representative with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of such Senior Representative and (3) in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary Subsidiary of the BorrowerParent) other than a release granted upon or following the Discharge of Senior Debt Obligations, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be releasedreleased to the same extent as the Liens of such Senior Representative (but not upon any Proceeds thereof that are not otherwise applied in satisfaction of the Senior Debt Obligations) and any Grantor released from its obligations under its guaranty of Senior Debt Obligations released by a Senior Representative shall be released under its guaranty of Second Priority Debt Obligations, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Debt Obligations or the release of such Grantor under its guaranty of Senor Obligations; provided that, in the case as applicable. Each Second Priority Representative, for itself or on behalf of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Second Priority Debt Parties represented by it, shall not be so released if promptly execute and deliver to the Senior Representatives and such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any Grantor such termination statements, releases and release of Liens securing other documents as any Senior Representative or such Grantor may request to effectively confirm the Senior Obligations has become effective foregoing releases referred to in clauses (or shall become effective concurrently with such termination 1), (2) and release (3) of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments first sentence of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liensthis clause (a). Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Unless and until the Discharge of Senior Debt Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Debt Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral, proceeds of Restricted Assets and Sale Proceeds to the repayment of Senior Debt Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Debt Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary Subsidiary) (i) in connection with the exercise of remedies in respect of Collateral or (ii) if not in connection with the Borrowerexercise of remedies in respect of Collateral, so long as an Event of Default (as defined in and under any Second Lien Debt Document) other than a release granted upon or following the Discharge of Senior Obligationshas not occurred and is continuing, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Holdings or any Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at Holdings’ or the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition Disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Equity Interests of any subsidiary Subsidiary of Holdings) (i) in connection with the exercise of remedies in respect of Collateral by a Senior Priority Representative or (ii) if not in connection with the exercise of remedies in respect of Collateral by the Designated Senior Representative, so long as such Disposition is permitted by the terms of the BorrowerSecond Priority Debt Documents and the Senior Priority Debt Documents and, in the case of this clause (ii) other than a release granted upon or following in connection with the Discharge of Senior Obligations, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Secured Parties upon such Shared Collateral (but not on the Proceeds thereof that were not applied to the payment of Senior Obligations) to secure Junior Second Priority Debt Obligations Obligations, shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Secured Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Borrowers or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Lead Borrower’s or the other Grantor’s sole cost and expenseexpense and without any representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Secured Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Secured Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Priority Debt Document of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive Proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Priority Collateral Document and a Junior Second Priority Collateral Document each require any Grantor to (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity commodities intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable lawLaw), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of of, or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Secured Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Stock and Stock Equivalent of any subsidiary Subsidiary of the Borrower) (i) in connection with the exercise of Secured Creditor Remedies by the Designated Senior Representative in respect of such Shared Collateral following and during the continuation of an Event of Default under the Senior Debt Documents or (ii) if not in connection with the exercise of Secured Creditor Remedies by the Designated Senior Representative in respect of such Shared Collateral, so long as such sale, transfer or other than disposition is (x) permitted by the terms of the Junior Priority Debt Documents or (y) made with the consent of the Designated Senior Representative at a release granted upon or following time when an Event of Default (as defined in the Discharge of applicable Senior ObligationsDebt Document) is continuing, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall (whether or not any Insolvency or Liquidation Proceeding is pending at such time) terminate and be released, immediately and automatically and without any further actionaction by any Person, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute and/or authorize any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, notations of liens, endorsements or other instruments of transfer or release. The Designated Senior Representative hereby agrees to take action reasonably requested by the Grantors to carry out the terms of this Section 5.01(b) or to accomplish the purposes of Section 5.01(a). (c) With respect to any Senior Collateral, unless and until the Discharge of Senior Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby consents to the application, whether prior to or after an Event of Default under any Senior Debt Document, of proceeds of such Senior Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Priority Representatives or the Junior Priority Debt Parties to receive proceeds in connection with the Junior Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment any payments in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to make notations of lien or register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable lawApplicable Law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated any Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative; provided that, notwithstanding anything to the contrary, any action or compliance with respect to the foregoing by any Grantor shall not cause a default or Event of Default to exist under any Senior Debt Document or any Junior Priority Debt Document.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, if in the event of a connection with (i) any sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of by any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral Obligor (other than any sale, transfer or other disposition in connection with any enforcement or exercise of rights or remedies with respect to the Shared Collateral which shall be governed by clause (ii)) permitted under the terms of the Senior Debt Documents or consented to by the holders of Senior Obligations under the Senior Debt Documents (other than after the occurrence and during the continuance of any Event of Default under the Second Priority Debt Documents) or (ii) the enforcement or exercise of any rights or remedies with respect to the Shared Collateral)Collateral by a Senior Secured Party, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such including any sale, transfer or other disposition is not permitted under the terms of Shared Collateral so long as net Proceeds of any Junior such Shared Collateral are applied to reduce permanently the Senior Obligations, the Designated Senior Representative, for itself and on behalf of the other Senior Secured Parties releases any of the Senior Liens on any of the Shared Collateral (a “Release”), then the Liens on such Shared Collateral securing any Second Priority Debt Document. Upon delivery to a Junior Obligations shall be automatically, unconditionally and simultaneously released and each Second Priority Representative of an Officer’s Certificate stating that any such termination shall, for itself and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release on behalf of the Liens granted to the Junior other applicable Second Priority Class Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expenseexpense of the Obligors, such instruments promptly execute and deliver to evidence the Designated Senior Representative and the applicable Obligors such termination statements, releases and release other documents as the Designated Senior Representative or any applicable Obligor may reasonably request to effectively confirm such Release; provided that, with respect to clause (ii) above, any Proceeds received by the Senior Priority Representatives and any other Senior Secured Party in excess of those necessary to achieve the LiensDischarge of Senior Obligations shall be distributed in accordance with Section 4.01. Similarly, if the equity interests of any Person are foreclosed upon or otherwise disposed of pursuant to clause (i) or (ii) above and in connection therewith the Designated Senior Representative releases the Senior Liens on the Shared Collateral of such Person or releases such Person from its guarantee of Senior Obligations, then the Second Priority Lien on such property or assets of such Person and such Person’s guarantee of Second Priority Debt Obligations shall be automatically released to the same extent. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral or to release any Person from its guarantee of Second Priority Debt Obligations as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of Holdings) (i) in connection with the Borrowerexercise of remedies in respect of Shared Collateral by a Senior Representative or (ii) if not in connection with the exercise of remedies in respect of Shared Collateral by a Senior Representative, so long as such sale, transfer or other than a release granted upon or following disposition is permitted by the Discharge terms of the Junior Debt Documents and the Senior ObligationsDebt Documents, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Secured Parties upon such Shared Collateral (but such Liens shall not be deemed to be so released on the Proceeds thereof that were not applied to the payment of Senior Obligations) to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with or to the same extent as the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Secured Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Centertainment Group Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Centertainment Group Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Secured Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated each Senior Representative and any officer or agent of the Designated each Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Secured Party or in the Designated such Senior Representative’s own name, from time to time in the Designated such Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Representative, for itself and on behalf of each Junior Secured Party under its Junior Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document, of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Representatives or the Junior Secured Parties to receive proceeds in connection with the Junior Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Centertainment Group Grantor to (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the any Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Secured Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event the Designated Senior Representative releases its lien on any item of Shared Collateral in connection with a sale, transfer or other disposition of any such specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the BorrowerCompany) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior ObligationsCompany), the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior If, in connection with the exercise of any of the rights or remedies of any of the First Priority RepresentativeClaimholders in respect of the Collateral provided for in any of the First Priority Documents or the sale of the Collateral by any of the First Priority Claimholders in accordance with any of the First Priority Documents, the First Priority Collateral Trustee, for itself or on behalf of any of the other First Priority Claimholders, releases any of its Liens on any part of the Collateral or releases any Grantor from its obligations under its guaranty of the First Priority Obligations in connection with the public or private sale of the stock or substantially all the assets of such Grantor or upon the foreclosure or sale of any of the Collateral by any of the First Priority Claimholders in accordance with any of the First Priority Documents, then the Liens, if any, of the Second Priority Collateral Trustee, for itself or for the benefit of the other Second Priority Claimholders, on such Collateral, or the obligations of such Grantor under its guaranty of the Second Priority Obligations, shall be automatically, unconditionally and simultaneously released, so long as any proceeds from such sale or exercise of rights or remedies are applied in accordance with Section 4.1 hereof. The Second Priority Collateral Trustee, for itself and on behalf of each Junior any such other Second Priority Debt Party under its Junior Claimholders, promptly shall execute and deliver to the First Priority Debt FacilityCollateral Trustee or such Grantor such termination statements, agrees thatreleases and other documents provided to it as the First Priority Collateral Trustee or such Grantor may reasonably request in writing to effectively confirm such release (and the Second Priority Collateral Trustee shall be entitled to rely conclusively on such written request). (b) If, in the event of a sale, transfer or other disposition connection with any Disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge occurrence and during the continuance of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release an Event of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral Default (other than any sale, transfer or other disposition in connection with the enforcement or exercise of the First Priority Collateral Trustee’s remedies in respect of the Collateral provided for in any rights or remedies with respect to of the Shared CollateralFirst Priority Security Documents), the First Priority Collateral Trustee, for itself or on behalf of any of the other First Priority Claimholders, releases any of its Liens granted to on any part of the Junior Collateral, or releases any Grantor from its obligations under its guaranty of the First Priority Representatives Obligations in connection with the public or private sale of the stock, or substantially all the assets, of such Grantor, in each case other than upon the occurrence of the Discharge of First Priority Obligations, then the Liens, if any, of the Second Priority Collateral Trustee, for itself or for the benefit of the other Second Priority Claimholders, on such Collateral, and the Junior Priority Debt Parties shall not be so released if obligations of such sale, transfer or other disposition is not permitted Grantor under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release its guaranty of the Liens granted to Second Priority Obligations, shall be automatically, unconditionally and simultaneously released, so long as the Junior proceeds from such Disposition are applied in accordance with Section 4.1 hereof. The Second Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority RepresentativeCollateral Trustee, for itself and on behalf of any such other Second Priority Claimholders, promptly shall execute and deliver to the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior First Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative Trustee or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any Grantor such termination statements, endorsements releases and other documents provided to it as the First Priority Collateral Trustee or other instruments of transfer or releasesuch Grantor may request in writing to effectively confirm such release (and the Second Priority Collateral Trustee shall be entitled to rely conclusively on such written request). (c) Notwithstanding anything to Without limiting the contrary in any Junior Priority Collateral Documentforegoing, Liens shall also be released as provided in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Common Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior RepresentativeAgreement.

Releases. (a) If in connection with any Collateral Enforcement Action by any Senior Lien Representative or any Senior Lien Collateral Agent or any other exercise of any Senior Lien Representative’s or any Senior Lien Collateral Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of Senior Lien Obligations, such Senior Lien Collateral Agent, for itself or on behalf of any of the Senior Lien Claimholders represented by it, releases any of its Liens on any part of the Collateral, then the Liens, if any, of each Junior Lien Collateral Agent, for itself or for the benefit of the Junior Lien Claimholders, on such Collateral, shall be automatically, unconditionally and simultaneously released. Each Junior Priority Lien Representative and each Junior Lien Collateral Agent, for itself or on behalf of any Junior Lien Claimholder represented by it, shall, within a reasonable time following such request, execute and deliver to the Senior Lien Representatives, Senior Lien Collateral Agents or the Company, such termination statements, releases and other documents as any Senior Lien Representative, Senior Lien Collateral Agent or the Company may request in writing to effectively confirm the foregoing releases, provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by the Company (collectively, a “Disposition”) permitted under the terms of the Senior Lien Documents and not expressly prohibited under the terms of the Junior Lien Documents (other than in connection with a Collateral Enforcement Action or other exercise of any one or more Senior Lien Representative’s and Senior Lien Collateral Agent’s remedies in respect of the Collateral, which shall be governed by Section 5.3(a) above above), any Senior Lien Collateral Agent, for itself or on behalf of any Senior Lien Claimholder represented by it, releases any of its Liens on any part of the Collateral, other than (A) in connection with, or following, the Discharge of Senior Lien Obligations or (B) after the occurrence and during the continuance of any Event of Default under (and as defined in) any Junior Lien Documents, then the Liens, if any, of each Junior Lien Collateral Agent, for itself or for the benefit of the Junior Lien Claimholders represented by it, on such Collateral shall be automatically, unconditionally and simultaneously released. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Priority Debt Party under its Lien Claimholder represented by it, shall, promptly execute and deliver to the Senior Lien Representatives, the Senior Lien Collateral Agents or the Company such termination statements, releases and other documents as any Senior Lien Representative, Senior Lien Collateral Agent or the Company may request to effectively confirm such release, provided that the Junior Priority Debt Facility, agrees that, in the event of a sale, transfer Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or other disposition of any specified item of Shared Collateral court order. (including all or substantially all of the equity interests of any subsidiary of the Borrowerc) other than a release granted upon or following Until the Discharge of Senior ObligationsLien Obligations occurs, the Liens granted to the each Junior Priority Representatives Lien Representative and the each Junior Priority Debt Parties upon such Shared Lien Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority RepresentativeAgent, for itself and on behalf of each other Junior Priority Debt Party under its Junior Priority Debt FacilityLien Claimholder represented by it, hereby irrevocably constitutes and appoints the Designated Senior Representative Lien Collateral Agent and any officer or agent of the Designated Senior RepresentativeLien 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 such Junior Priority Representative or Lien Representative, such Junior Priority Debt Party Lien Collateral Agent and such Junior Lien Claimholders or in the Designated Senior RepresentativeLien Collateral Agent’s own name, from time to time in the Designated Senior RepresentativeLien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.3, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.3, including any termination statements, endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the Discharge of Senior Lien Obligations. (cd) Notwithstanding anything Until the Discharge of Senior Lien Obligations occurs, to the contrary in extent that any Junior Priority Senior Lien Collateral DocumentAgent, in the event the terms of a any Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor Lien Representative or Senior Lien Claimholders (i) to make payment in respect of has released any item of Shared Collateral, Lien on Collateral and any such Liens are later reinstated or (ii) to deliver or afford control over obtains any item of Shared new Liens from the Company, then each Junior Lien Collateral toAgent, or deposit for itself and for the Junior Lien Claimholders represented by it, shall be granted a Lien on any item of Shared such Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (except to the extent such item of Shared Lien represents a Junior Lien Declined Lien with respect to the Junior Lien Debt represented by such Junior Lien Collateral cannot be held in trust for multiple parties under applicable lawAgent), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control lien subordination provisions of orthis Agreement, in respect of any item of Shared Collateraland each Junior Lien Representative, to follow for itself and for the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor ofJunior Lien Claimholders represented by it, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativeshall be granted an additional lien.

Releases. (a) Each Junior Priority RepresentativeIf, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in at any time any Grantor or the event of a sale, transfer or other disposition holder of any Senior Lender Claim delivers notice to each Second Priority Agent that any specified item of Shared Common Collateral (including all or substantially all of the equity interests of a Grantor or any subsidiary of the Borrowerits Subsidiaries) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon (including for such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided thatpurpose, in the case of the sale of equity interests in any Subsidiary, any Common Collateral held by such saleSubsidiary or any direct or indirect Subsidiary thereof) is: (A) sold, transfer transferred or otherwise disposed of by the owner of such Common Collateral in a transaction permitted under the Credit Agreement, the Other First-Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other disposition of Shared Collateral Senior Lender Document and Second Priority Document (other than any saleif any); or (B) otherwise released as permitted by the Credit Agreement and, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies except with respect to an exercise by the Shared CollateralFirst Lien Agent pursuant to Section 3.1, the Other First-Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any), then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens granted in favor of the Second Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the Junior Priority Representatives extent, such Liens on such Common Collateral securing Senior Lender Claims are released and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Documentdischarged. Upon delivery to each Second Priority Agent of a Junior Priority Representative of an Officer’s Certificate notice from any First Lien Agent stating that any such termination and release of Liens securing se-curing or supporting the Senior Obligations Lender Claims has become effective (or shall become effective concurrently upon each Second Priority Agent’s release) (whether in connection with a sale of such termination and release of assets by the Liens granted relevant Grantor pursuant to the Junior preceding sentence or otherwise), each Second Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative Agent will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, documents confirming such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documentscustomary terms. (b) Each Junior Second Priority RepresentativeAgent, for itself and on behalf of each Junior applicable Second Priority Debt Party under its Junior Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints the Designated Senior Representative each First Lien Agent and any officer or agent of the Designated Senior Representativesuch 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 such Junior each Second Priority Representative Agent or such Junior Priority Debt Party holder or in the Designated Senior Representativesuch First Lien Agent’s own name, from time to time in the Designated Senior Representativesuch First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations Lender Claims has occurred, comply with such requirement under each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby consents to the applicable Junior Priority application, whether prior to or after a default, of proceeds of Common Collateral Document as it relates or other collateral to such Shared Collateral by taking any the repayment of Senior Lender Claims pursuant to the Senior Lender Documents; provided that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights of the actions set forth above only Second Priority Agents or the Second Priority Secured Parties to receive proceeds in connection with respect to, or the Second Priority Claims not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition Disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Capital Stock of any subsidiary Subsidiary of the BorrowerBorrowers) other than a release granted upon (i) in connection with the exercise of remedies in respect of Collateral or following (ii) if not in connection with the Discharge exercise of remedies in respect of Collateral, so long as such Disposition is permitted by the terms of the Senior ObligationsPriority Debt Documents, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Secured Parties upon such Shared Collateral (but not on the proceeds thereof) to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted to the Designated Senior Representative upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Secured Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Borrowers or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s Borrowers’ or the such other Grantor’s sole cost and expenseexpense and without any representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Secured Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Secured Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the applicable Junior application, whether prior to or after an event of default under any Senior Priority Collateral Debt Document as it relates to such of proceeds of Shared Collateral by taking any to the repayment of Senior Obligations pursuant to the Senior Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the actions set forth above only Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with respect to, or the Second Priority Debt Obligations not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary Subsidiary of the Borrower) or the release of any Guarantee for any Secured Obligation that is either (x) in connection with any foreclosure or other than exercise of remedies (or a release granted upon disposition effected in lieu of such a foreclosure or following exercise of remedies) with respect to Shared Collateral by the Discharge of Designated Senior ObligationsRepresentative or (y) consented to by the Designated Senior Representative, the Guarantees and the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Secured Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall (but not on the Proceeds thereof) (and any Guarantees provided by any Grantors in respect thereof) shall, in each case, terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral and Guarantees of the Grantors in respect thereof to secure Senior Obligations; provided that, in Obligations and to the case of any same extent as such sale, transfer or other disposition of Liens granted upon such Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect and such Guarantees to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Documentsecured Senior Obligations are released. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Secured Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the LiensLiens and Guarantees. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Secured Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated each Senior Representative and any officer or agent of the Designated each Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Secured Party or in the Designated such Senior Representative’s own name, from time to time in the Designated such Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Representative, for itself and on behalf of each Junior Secured Party under its Junior Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Representatives or the Junior Secured Parties to enforce this Agreement or to receive payments in connection with the Junior Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder tothereunder, (iv) to cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) to hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) to obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) to obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the any Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Secured Party, such Grantor may, to the extent such action cannot be taken with respect to both the Designated Senior Representative and the Designated Junior Representative after use of commercially reasonable efforts to do so, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative. To the extent any such actions have been taken in favor of the Designated Junior Representative prior to the date of this Agreement, the applicable arrangements resulting therefrom shall continue to be in effect and be subject to Section 5.05.

Releases. (a) Each Junior The Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior the Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the BorrowerCompany) in connection with (i) the exercise of remedies in respect of Collateral or (ii) any sale, transfer or other than a release granted upon disposition that is permitted under the Second Priority Debt Documents as in effect on the date hereof or following the Discharge of Senior Obligationssubsequently permitted thereunder, the Liens granted to the Junior Second Priority Representatives Representative and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in that the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with Liens securing the enforcement or exercise of any rights or remedies with respect Senior Obligations and the Second Priority Debt Obligations will attach to the Shared Collateral), Proceeds of the sale on the same basis of priority as the Liens granted on the Collateral securing the Senior Obligations rank to the Junior Priority Representatives and Liens on the Junior Collateral securing the Second Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt DocumentObligations pursuant to this Agreement. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate (as defined in Section 8.08) stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority RepresentativesRepresentative) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior the Second Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Until the Discharge of the Senior Obligations, the Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior the Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over (to the extent only one party can have control of such Collateral) any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder tothereunder, and (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Second Priority Collateral (including all or substantially all of the equity interests Capital Stock of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior ObligationsIssuer), the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Second Priority Collateral to secure Junior Second Priority Debt Obligations shall shall, to the extent permitted by the ABL Credit Facility Documents and not expressly prohibited under the terms of the Indenture as in effect on the date hereof, terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, prior to the application of such Proceeds pursuant to Section 4.01, such termination and release shall not apply to the Second Priority Representative’s Lien (and the Second Priority Representative shall retain a Lien) in the case Proceeds of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Documentdisposition. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor), such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerIssuer’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, with full power of substitution, as its true and lawful attorney-attorney- in-fact with full irrevocable power and authority in the place and stead of such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, discretion (but only if the Second Priority Representative fails to promptly execute any and all Lien releases or other documents reasonably requested by the Designated Senior Representative in connection therewith) for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Second Priority Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement, and further provided that any amounts applied to the Term Obligations may not be reborrowed. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior the Designated Second Priority Representative or Junior Priority Debt PartyRepresentative, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Subject to Article VI, each Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, if in the event of a connection with (i) any sale, transfer or other disposition of any specified item of Shared Collateral by any Grantor (including all other than in connection with any enforcement or substantially all exercise of rights or remedies with respect to the Shared Collateral or any Insolvency or Liquidation Proceeding which shall be governed by clause (ii)) permitted under the terms of the equity interests Senior Debt Documents or consented to by the holders of any subsidiary Senior Obligations under the Senior Debt Documents and permitted under the terms of the Borrower) Second Priority Debt Documents or consented to by the holders of Second Priority Debt Obligations (other than a release granted upon or following (A) in connection with the Discharge of Senior Obligations, Obligations or (B) after the Liens granted to occurrence and during the Junior Priority Representatives and continuance of any Event of Default under the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer Documents) or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with ii) the enforcement or exercise of any rights or remedies with respect to the Shared Collateral)Collateral or any Insolvency or Liquidation Proceeding, including any sale, transfer or other disposition of Collateral so long as net proceeds of any such Collateral are applied to reduce permanently the Liens granted to Senior Obligations and so long as the Junior Priority Representatives and the Junior Second Priority Debt Parties shall not be so released if retain a Lien on the proceeds of any such sale, transfer or other disposition is of Collateral in connection with any exercise of remedies by the Senior Secured Parties (to the extent that such proceeds are not permitted under applied to the terms Senior Obligations), the Designated Senior Representative, for itself and on behalf of the other Senior Secured Parties releases any of the Senior Liens on the Shared Collateral (a “Release”), then the Liens (other than the Lien on the proceeds thereof to the extent provided above in this sentence) on such Shared Collateral securing any Second Priority Debt Obligations shall be automatically, unconditionally and simultaneously released, and each Second Priority Representative shall, for itself and on behalf of the other applicable Second Priority Class Debt Parties, promptly execute and deliver to the Designated Senior Representative and the applicable Grantors such termination statements, releases and other documents as the Designated Senior Representative or any applicable Grantor may reasonably request to effectively confirm such Release. Similarly, if the equity interests of any Junior Person are foreclosed upon or otherwise disposed of pursuant to clause (i) or (ii) above and in connection therewith the Designated Senior Representative releases the Senior Liens on the property or assets of such Person or releases such Person from its guarantee of Senior Obligations, then the Second Priority Lien on such property or assets of such Person and such Person’s guarantee of Second Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted be automatically released to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Lienssame extent. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an Event of Default (as defined in any Senior Debt Document) of Proceeds of Shared Collateral released in accordance with this Section 5.01 to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive Proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor to (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority RepresentativeIf in connection with the exercise of the Revolving Credit Collateral Agent’s remedies in respect of any Revolving Credit Collateral as provided for in Section 3.1, the Revolving Credit Collateral Agent, for itself and and/or on behalf of each Junior any of the other Revolving Credit Claimholders, releases its Liens on any part of the Revolving Credit Collateral, then the Liens, if any, of the Term Collateral Agent and the Term Priority Debt Party under its Junior Lien Claimholders on the Revolving Credit Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Term Collateral Agent, for itself and/or on behalf of any of the Term Priority Debt FacilityLien Claimholders, agrees thatpromptly shall execute and deliver to the Revolving Credit Collateral Agent or such Grantor such termination statements, releases and other documents as the Revolving Credit Collateral Agent or such Grantor may request to effectively confirm such release. (b) If in the event of a connection with any sale, lease, exchange, transfer or other disposition of any specified item of Shared Revolving Credit Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrowercollectively, a “Disposition”) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release each of the Liens granted to the Junior Priority Debt Parties Revolving Credit Loan Documents and the Junior Term Priority Representatives) and any necessary or proper instruments Lien Documents (including voluntary Dispositions of termination or release prepared Revolving Credit Collateral by the Borrower or any other Grantorrespective Grantors after a Revolving Credit Default and voluntary Dispositions of Term Priority Lien Collateral by the respective Grantors after a Term Priority Lien Default), such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority RepresentativeRevolving Credit Collateral Agent, for itself and/or on behalf of any of the Revolving Credit Claimholders, releases its Liens on any part of the Revolving Credit Collateral, in each case other than (x) in connection with the Discharge of Revolving Credit Obligations or (y) after the occurrence and during the continuance of a Term Priority Lien Default (which clause (y) will not apply if the net proceeds of such Disposition are applied to the Revolving Credit Obligations), then the Liens, if any, of the Term Collateral Agent, for itself and/or on behalf of any of the Term Priority Lien Claimholders, on such Revolving Credit Collateral shall be automatically, unconditionally and simultaneously released. The Term Collateral Agent, for itself and/or on behalf of any Term Priority Lien Claimholder, promptly shall execute and deliver to the Revolving Credit Collateral Agent or such Grantor such termination statements, releases and other documents as the Revolving Credit Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of Revolving Credit Obligations shall occur, the Term Collateral Agent, for itself and/or on behalf of the Junior Term Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilityLien Claimholders, hereby irrevocably constitutes and appoints the Designated Senior Representative Revolving Credit Collateral Agent and any officer of its officers or agent of the Designated Senior Representativeagents, 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 such Junior Priority Representative the Term Collateral Agent or such Junior Term Priority Debt Party or Lien Claimholder, whether in the Designated Senior RepresentativeRevolving Credit Collateral Agent’s name or, at the option of the Revolving Credit Collateral Agent, in the Term Collateral Agent’s or any Term Priority Lien Claimholder’s own name, from time to time in the Designated Senior Representativesuch Revolving Credit Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Until the Discharge of First Lien Priority RepresentativeObligations, for itself if, at any time any Obligor or any First Lien Secured Party delivers notice to the Second Lien Agent and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any Permitted Third Lien Representative that any specified item of Shared Collateral (including all or substantially all of the equity interests of a Obligor or any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligationsits subsidiaries, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon which shall include for such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided thatpurpose, in the case of the sale of equity interests in any such salesubsidiary, transfer any Collateral held by such subsidiary or other disposition any direct or indirect subsidiary thereof) is Disposed of Shared Collateral (other than to another Obligor), (i) by the owner of such Collateral in a transaction permitted under the RBL Credit Agreement, the Permitted Additional First Lien Documents and the Second Lien Indenture; or (ii) during the existence of any sale, transfer or other disposition Event of Default under (and as defined in) the RBL Credit Agreement in connection with the enforcement or any Enforcement Action, exercise of any rights or remedies or to the extent that the First Lien RBL Agent has consented to such Disposition; (iii) during the existence of any Event of Default under (and as defined in) any Permitted Additional First Lien Documents in connection with any Enforcement Action, exercise of rights or remedies or to the extent that the Permitted Additional First Lien Representative has consented to such Disposition; or (iv) in connection with a Disposition of any Collateral under the First Lien RBL Documents to cure a Borrowing Base Deficiency under the RBL Credit Agreement; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens securing the Second Lien Obligations and the Liens securing any Permitted Third Lien Obligations upon such Collateral will automatically be released and discharged as and upon, but only to the extent, such Liens on such Collateral securing the First Lien Obligations are released and discharged; provided that no release of the Liens securing the Second Lien Obligations or the Liens securing the Permitted Third Lien Obligations with respect to any Collateral will be deemed to have occurred upon the Shared Collateral), Discharge of First Lien Priority Obligations (other than a Discharge of First Lien Priority Obligations occurring as a result of the application of the Proceeds of the Disposition of such Collateral to the First Lien Obligations in accordance with Section 4.2) and the Liens granted securing the Second Lien Obligations and any Permitted Third Lien Obligations shall attach to any Proceeds of such Collateral that remain after the Discharge of First Lien Priority Obligations. Upon (i) delivery to the Junior Priority Representatives Second Lien Agent and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority each Permitted Third Lien Representative of an Officer’s Certificate stating a notice from any First Lien Agent or the Company, which notice states that any such termination and release of Liens securing the Senior or supporting any First Lien Obligations (or any portion thereof) has become effective (or shall become effective concurrently with such termination upon the release by the Second Lien Agent and release each Permitted Third Lien Representative) and (ii) in the case of the Liens granted Second Lien Agent and each Permitted Third Lien Representative, delivery of such certificates and other documents required to be delivered under the Second Lien Indenture or the Permitted Third Lien Documents (as the case may be), whether in connection with a sale of such assets by the relevant Obligor pursuant to the Junior Priority Debt preceding clauses or otherwise, the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each shall promptly execute and deliver such instruments, releases, termination statements or other documents or instruments confirming such release on customary terms or otherwise reasonably satisfactory to such First Lien Agent and the Junior Priority RepresentativesCompany, it being understood that all reasonable and documented out-of-pocket expenses incurred by any Second Lien Secured Parties or any Permitted Third Lien Secured Parties (and, in each case, their respective representatives) in connection with the execution and any necessary delivery of such release documents or proper instruments of termination or release prepared shall be borne by the Borrower Obligors. In the case of the Disposition of all or substantially all of the equity interests of a Obligor or any other Grantorof its subsidiaries, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release guarantee in favor of the Liens. Nothing Second Lien Secured Parties or any Permitted Third Lien Secured Parties, in this Section 5.01(a) each case, if any, made by such Obligor or such subsidiary will automatically be deemed released and discharged as and upon, but only to affect any agreement of a Junior Priority Representativethe extent, for itself and on behalf the guarantee by such Obligor or such subsidiary of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. First Lien Obligations is released and discharged if (bA) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out Disposition is permitted by the terms of Section 5.01(a)the First Lien Documents, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish (B) such Disposition is made during the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect existence of any item Event of Shared CollateralDefault under (and as defined in) the RBL Credit Agreement in connection with any Enforcement Action, (ii) to deliver exercise of rights or afford control over any item of Shared Collateral to, remedies or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent that the First Lien RBL Agent has consented to such item Disposition, or (C) such Disposition is made during the existence of Shared Collateral cannot be held any Event of Default under (and as defined in) any Permitted Additional First Lien Documents in trust for multiple parties under applicable law)connection with any Enforcement Action, (vi) obtain the agreement exercise of a bailee rights or other third party to hold any item of Shared Collateral for the benefit of remedies or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until extent that the applicable Discharge of Senior Obligations Permitted Additional First Lien Representative has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates consented to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior RepresentativeDisposition.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor to (i) to make payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of of, or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the BorrowerCompany) in connection with (i) the exercise of remedies in respect of Collateral or (ii) any sale, transfer or other than a release granted upon disposition that is permitted under the Second Priority Debt Documents as in effect on the date hereof or following the Discharge of Senior Obligationssubsequently permitted thereunder, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of Proceeds of the Senior Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over (to the extent only one party can have control of such Shared Collateral) any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder tothereunder, and (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior ObligationsHoldings), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Secured Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in Obligations (but shall attach to the case proceeds of any such sale, transfer transfer, or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect subject to the Shared Collateral), the Liens granted priorities set forth herein and to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms provisions of any Junior Priority Debt DocumentSection 5.01(c)). Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Secured Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Borrowers or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Secured Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated each Senior Representative and any officer or agent of the Designated each Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Secured Party or in the Designated such Senior Representative’s own name, from time to time in the Designated such Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Representative, for itself and on behalf of each Junior Secured Party under its Junior Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Representatives or the Junior Secured Parties to receive proceeds in connection with the Junior Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the any Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Secured Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Second Lien Authorized Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilitySecond Lien Secured Parties, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior ObligationsSubsidiary), the Liens granted to the Junior Priority Second Lien Authorized Representatives and the Junior Priority Debt Second Lien Secured Parties upon such Shared Collateral to secure Junior Priority Debt Second Lien Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior First Lien Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Second Lien Authorized Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior First Lien Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Second Lien Secured Parties and the Junior Priority Second Lien Authorized Representatives) and any necessary or proper instruments of termination or release prepared by the Parent, the Borrower or any other Grantor, such Junior Priority Second Lien Authorized Representative will promptly execute, deliver or acknowledge, at the Parent’s, the Borrower’s or the such other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Second Lien Authorized Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt FacilitySecond Lien Secured Parties, to release the Liens on the Junior Priority Second Lien Collateral as set forth in the relevant Junior Priority Debt Second Lien Documents. (b) Each Junior Priority Second Lien Authorized Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilitySecond Lien Secured Parties, hereby irrevocably constitutes and appoints the Designated Senior Representative First Lien Collateral Agent and any officer or agent of the Designated Senior RepresentativeFirst Lien 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 such Junior Priority Second Lien Authorized Representative or such Junior Priority Debt Second Lien Secured Party or in the Designated Senior RepresentativeFirst Lien Collateral Agent’s own name, from time to time in the Designated Senior RepresentativeFirst Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of the First Lien Obligations has occurred, each Second Lien Authorized Representative, for itself and on behalf of its Second Lien Secured Parties, hereby consents to the application, whether prior to or after an event of default under any First Lien Document of proceeds of Shared Collateral to the repayment of First Lien Obligations pursuant to the First Lien Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Lien Authorized Representatives or the Second Lien Secured Parties to receive proceeds in connection with the Second Lien Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Second Lien Security Document, in the event the terms of a Senior Collateral First Lien Security Document and a Junior Priority Collateral Second Lien Security Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative First Lien Collateral Agent and any Junior Priority Second Lien Authorized Representative or Junior Priority Debt Second Lien Secured Party, such Grantor may, until the applicable Discharge of Senior the First Lien Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Second Lien Security Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior RepresentativeFirst Lien Collateral Agent.

Releases. (a) In connection with any Enforcement Action by the Senior Representative or any other exercise of the Senior Representative’s remedies in respect of the Collateral, in each case, prior to the Discharge of Senior Obligations, the Designated Senior Representative is irrevocably authorized (at the cost of the Grantors and without any consent, sanction, authority or further confirmation from the Designated Second Priority Representative, any Second Lien Claimholder or any Grantor): (i) to release any of its Liens on any part of the Collateral or any other claim over the asset that is the subject of the Enforcement Action, and the Liens or any other claim over the asset that is the subject of the Enforcement Action, if any, of any Second Priority Representative, for itself or for the benefit of the Second Priority Debt Parties, on such asset, shall be automatically, unconditionally and simultaneously released to the same extent as the Liens or other claims of the Designated Senior Representative, and the Designated Senior Representative is irrevocably authorized to execute and deliver or enter into any release of such Liens or claims and to issue any letters of non-crystallization of any floating charge or any consent to dealing (to the extent applicable) that may, in the discretion of the Designated Senior Representative, be considered necessary or reasonably desirable in connection with such releases; (ii) if the asset which is the subject of such Enforcement Action consists of shares in the capital of any Grantor, to release, on behalf of the Senior Secured Parties, Second Priority Debt Parties, Grantors and Intra-Group Lenders (x) that Grantor and any subsidiary of that Grantor from all or any part of its Senior Obligations, its Second Priority Debt Obligations and/or its Intra-Group Liabilities, (y) any Liens granted by that Grantor and any subsidiary of that Grantor over any of its assets, and (z) any other claim of any First Lien Claimholder, Second Lien Claimholder, Grantor or other Intra-Group Lender over that Grantor’s assets or over the assets of any subsidiary of that Grantor; (iii) if the asset which is the subject of such Enforcement Action consists of shares in the capital of an Grantor and the Designated Senior Representative decides to dispose of all or any part of the Senior Obligations and/or Second Priority Debt Obligations owed by such Grantor (the “Disposal Obligations”), (x) if the Designated Senior Representative does not intend that any transferee of those Disposal Obligations (the “Transferee”) will be treated as a Senior Secured Party and/or Second Priority Debt Party for the purposes of this Agreement, to execute and deliver or enter into any agreement to dispose of all or part of those Disposal Obligations providing that notwithstanding any other provision of any Senior Debt Document, any Second Priority Debt Document or this Agreement, the Transferee shall not be treated as a Senior Secured Party and/or Second Priority Debt Party for the purposes of this Agreement, and (y) if the Designated Senior Representative does intend that any Transferee will be treated as a Senior Secured Party and/or Second Priority Debt Party, to execute and deliver or enter into any agreement to dispose of (I) all (and not part only) of the Disposal Obligations owed to the Senior Secured Parties and/or Second Priority Debt Parties, as applicable and (II) all or part of any other Disposal Obligations, on behalf of, in each case, the Senior Secured Parties, the Second Priority Debt Parties or the Grantors; and (iv) if the asset which is disposed of consists of shares in the capital of an Grantor (the “Disposed Entity”) and the Designated Senior Representative decides to transfer to another Grantor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any subsidiary of that Disposed Entity in respect of Second Priority Debt Obligations, to execute and deliver or enter into any agreement to (x) agree to the transfer of all or part of the obligations in respect of such Second Priority Debt Obligations on behalf of the Grantors to which those obligations are owed and on behalf of the Grantors which owe those obligations and (y) to accept the transfer of all or part of the obligations in respect of such Second Priority Debt Obligations on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of such Second Priority Debt Obligations is to be transferred. The Designated Second Priority Representative, for itself or on behalf of any such Second Priority Debt Parties, promptly shall execute and deliver to the Designated Senior Representative or such Grantor such termination statements, releases and other documents as the Designated Senior Representative or such Grantor may request to effectively confirm the foregoing releases. In the case of any disposal made pursuant to this Section 5.1(a), the Designated Senior Representative shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Designated Senior Representative shall have no obligation to postpone any such disposal in order to achieve a higher price). (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the Senior Debt Documents and not expressly prohibited under the terms of the Second Priority Debt Documents (other than in connection with an Enforcement Action or other exercise of any Senior Representative’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), the Designated Senior Representative, for itself or on behalf of any of the Senior Secured Parties, releases any of its Liens on any part of the Collateral, or releases any Grantor from its obligations under its guaranty of the Senior Obligations, in each case other than in connection with, or following, the Discharge of Senior Obligations, then the Liens, if any, of each Second Priority Representative, for itself or for the benefit of the Second Priority Debt Parties, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Priority Debt Obligations, shall be automatically, unconditionally and simultaneously released; provided, that such release by such Second Priority Representative, for itself or for the benefit of the Second Priority Debt Parties, shall not extend to or otherwise affect any of the rights of the Second Priority Debt Parties to the proceeds from any such Disposition. Each Junior Second Priority Representative, for itself or on behalf of any such Second Priority Debt Parties, promptly shall execute and deliver to the Designated Senior Representative or such Grantor such termination statements, releases and other documents as the Senior Representative or such Grantor may request to effectively confirm such release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees thathereby consents to the application, in the whether prior to or after an event of a sale, transfer or other disposition default under any Senior Debt Document of any specified item Proceeds of Shared Collateral (including all to the repayment of Senior Obligations pursuant to the Senior Debt Documents; provided that nothing in this Section 5.01(c) shall be construed to prevent or substantially all impair the rights of the equity interests Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of any subsidiary of the Borrowerthis Agreement. (d) other than a release granted upon or following Until the Discharge of Senior ObligationsObligations occurs, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared each Second Lien Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority RepresentativeAgent, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Priority Debt FacilityParties, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, Intra-Group Lender hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative Second Lien Collateral Agent or such Junior Priority Debt Party holder or such Intra-Group Lender or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the Discharge of Senior Obligations. (ce) Notwithstanding anything Until the Discharge of Senior Obligations occurs, to the contrary in extent that any Junior Priority Collateral Document, in Senior Representative or the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor Secured Parties (i) to make payment in respect of have released any item of Shared Collateral, Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) to deliver obtain any new Liens or afford control over additional guarantees from any item Grantor or any subsidiary of Shared Holdings, then the Designated Second Lien Collateral toAgent, or deposit for itself and for the Second Priority Debt Parties, shall be granted a Lien on any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared such Collateral, with instructions or orders fromsubject to the Lien subordination provisions of this Agreement, or to treat, in respect of any item of Shared Collateraland an additional guaranty, as the entitlement holdercase may be. (f) If, (v) hold any item of Shared Collateral in trust for (prior to the extent such item Discharge of Shared Senior Obligations, a subordination of the Senior Representative’s Lien on any Collateral cannot is permitted (or in good faith believed by the Designated Senior Representative to be held in trust for multiple parties permitted) under applicable lawthe First Lien Credit Agreement or any other Senior Debt Documents to another Lien permitted under the First Lien Credit Agreement or any other Senior Debt Documents (a “Priority Lien”), (vi) obtain then the Designated Senior Representative is authorized to execute and deliver a subordination agreement with respect thereto in form and substance satisfactory to it, and each Second Priority Representative Agent, for itself and on behalf of a bailee the Second Priority Debt Parties, shall promptly execute and deliver to the Designated Senior Representative or other third party to hold any item the relevant Grantor an identical subordination agreement subordinating the Liens of Shared such Second Lien Collateral Agent for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates Parties to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior RepresentativePriority Lien.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition Disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Capital Stock of any subsidiary Subsidiary of the Borrower) other than a release granted upon (i) in connection with the exercise of remedies in respect of Collateral or following (ii) if not in connection with the Discharge exercise of remedies in respect of Collateral, so long as such Disposition is permitted by the terms of the Senior ObligationsPriority Debt Documents, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Secured Parties upon such Shared Collateral (but not on the proceeds thereof) to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted to the Designated Senior Representative upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Secured Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expenseexpense and without any representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Secured Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the BorrowerCompany) other than (a release granted upon or following the Discharge of Senior Obligations“Disposition”), the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to (x) affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents or (y) except in the case of a Disposition in connection with the exercise of secured creditors’ rights and remedies, require the release of Liens granted upon such Shared Collateral to secure Second Priority Debt Obligations if such Disposition is not permitted under the terms of the Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the BorrowerSubsidiary) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be releasedreleased and any Guarantor released from its obligations under its guaranty of Senior Obligations released by a Senior Representative shall be released under its guaranty of Second Priority Debt Obligations, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations or the release of such Grantor under its guaranty of Senor Obligations, as applicable; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Second Priority Debt DocumentDocument and, in the case of the release of any Grantor from its guaranty of Second Priority Debt Obligations (other than any release in connection with a sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to equity interests in any Grantor which equity interests constitute Shared Collateral), such guaranty shall not be so released if such release is not permitted under the applicable Second Priority Debt Documents. Upon delivery to a Junior Second Priority Representative of an Officer’s 's Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s 's or the other Grantor’s 's sole cost and expense, such instruments as are reasonably requested to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s 's own name, from time to time in the Designated Senior Representative’s 's discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself The Second Lien Collateral Agent and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, other Second Lien Claimholder agrees that, that in the event of a sale, transfer or other disposition Disposition of any specified item of Shared Collateral (including all regardless of whether or substantially all not any Second Lien Default has occurred and is continuing at the time of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateraldisposition), the Lien in favor, or for the benefit, of the Second Lien Claimholders shall terminate and be released automatically and without further action if (and only if) the applicable Liens granted to in favor of the Junior Priority Representatives First Lien Claimholders on such Collateral are released and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition Disposition either (A) is then not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared prohibited by the Borrower Second Lien Documents or (B) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such Collateral or in connection with any other Grantor, Insolvency or Liquidation Proceeding; provided that such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments Lien shall remain in place with respect to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement proceeds of a Junior sale, transfer or other disposition under this clause (a)(ii) that remain after the Discharge of First Lien Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt DocumentsObligations. (b) Each Junior Priority RepresentativeNotwithstanding the foregoing, for itself and on behalf in the event of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent release of Liens of the Designated Senior RepresentativeFirst Lien Collateral Agent or the First Lien Claimholders on all or substantially all of the Collateral (other than when such release occurs in connection with the First Lien Collateral Agent’s or the First Lien Claimholders’ foreclosure upon, or other exercise of remedies with full power respect to, such Collateral, or in connection with a sale or other disposition pursuant to Section 363 or any other provision of substitutionthe Bankruptcy Code (in each case so long as the Liens securing the Second Lien Obligations shall attach to the proceeds of such sale)), no release of the Lien in favor of the Second Lien Claimholders on such Collateral under this Section 5.1 shall be made unless consent to the release of such Liens has been given by the requisite percentage or number of the Second Lien Claimholders as its true and lawful attorney-in-fact with full irrevocable power and authority provided for in the place and stead of such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or releaseapplicable Second Lien Documents. (c) Notwithstanding anything Until the Discharge of First Lien Priority Obligations occurs, to the contrary in any Junior Priority extent that the First Lien Collateral Document, in Agent or the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor First Lien Claimholders (i) to make payment in respect of have released any item of Shared Collateral, Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) to deliver obtain any new liens or afford control over additional guarantees from any item of Shared Grantor, then the Second Lien Collateral toAgent, or deposit for itself and for the Second Lien Claimholders, shall be granted a Lien on any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared such Collateral, with instructions or orders fromsubject to the lien subordination provisions of this Agreement, or to treat, in respect of any item of Shared Collateraland an additional guaranty, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativecase may be.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, if in the event of a connection with (i) any sale, transfer or other disposition of any specified item of Shared Collateral by any Grantor (including all other than in connection with any enforcement or substantially all exercise of rights or remedies with respect to the Shared Collateral which shall be governed by clause (ii)) permitted under the terms of the equity interests Senior Debt Documents and the Second Priority Documents or consented to by the holders of any subsidiary of Senior Obligations under the Borrower) Senior Debt Documents (other than a release granted upon or following in connection with the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives ) and the Junior holders of the Second Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with ii) the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such including any sale, transfer or other disposition of Shared Collateral, the Designated Senior Representative, for itself and on behalf of the other Senior Secured Parties releases any of the Senior Liens on the Shared Collateral (a “Release”), then the Liens on such Shared Collateral securing any Second Priority Debt Obligations shall (whether or not any Insolvency or Liquidation Proceeding is not permitted under pending at such time) be automatically, unconditionally and simultaneously released without further action, and each Second Priority Representative shall, for itself and on behalf of the terms other applicable Second Priority Class Debt Parties, promptly execute and deliver to the Designated Senior Representative and the applicable Grantors such termination statements, releases and other documents as the Designated Senior Representative or any applicable Grantor may reasonably request to effectively confirm such Release. Similarly, if the equity interests of any Junior Person are foreclosed upon or otherwise disposed of pursuant to clause (i) or (ii) above and in connection therewith the Designated Senior Representative releases the Senior Liens on the property or assets of such Person or releases such Person from its guarantee of Senior Obligations, then the Second Priority Lien on such property or assets of such Person and such Person’s guarantee of Second Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted be automatically released to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Lienssame extent. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior If in connection with any Enforcement Action by the First Priority RepresentativeCollateral Agent or any other exercise of the First Priority Collateral Agent’s remedies in respect of the Collateral, in each case, prior to the Discharge of First Priority Obligations, the First Priority Collateral Agent, for itself and or on behalf of each Junior any of the First Priority Debt Party under Claimholders, releases any of its Junior Liens on any part of the Collateral, then the Liens, if any, of the Second Priority Debt FacilityCollateral Agent, agrees thatfor itself or for the benefit of the Second Priority Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released. If in connection with any Enforcement Action or other exercise of rights and remedies by the First Priority DM3\8975843.1 Collateral Agent, in each case, prior to the event Discharge of a saleFirst Priority Obligations, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted Person are foreclosed upon or following otherwise disposed of and the Discharge First Priority Collateral Agent releases its Lien on the property of Senior Obligations, such Person then the Liens granted to the Junior of Second Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies Agent with respect to the Shared Collateral), property of such Person will be automatically released to the same extent as the Liens granted of the First Priority Collateral Agent. The Second Priority Collateral Agent, for itself or on behalf of any such Second Priority Claimholders, promptly shall execute and deliver to the Junior First Priority Representatives Collateral Agent such termination statements, releases and other documents as the Junior First Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not Collateral Agent may reasonably request to effectively confirm the foregoing releases. (b) If in connection with any Disposition permitted under the terms of the First Priority Loan Documents and not expressly prohibited under the terms of the Second Priority Documents (other than in connection with an Enforcement Action or other exercise of the First Priority Collateral Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a)), the First Priority Collateral Agent, for itself or on behalf of any Junior of the First Priority Debt DocumentClaimholders, releases any of its Liens on any part of the Collateral, other than (i) in connection with, or following, the Discharge of First Priority Obligations and (ii) after the occurrence and during the continuance of any “Event of Default” under the Second Priority Notes Indenture, then the Liens, if any, of the Second Priority Collateral Agent, for itself or for the benefit of the Second Priority Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released. Upon delivery to a Junior The Second Priority Representative Collateral Agent, for itself or on behalf of an Officer’s Certificate stating that any such termination Second Priority Claimholders, promptly shall execute and release of Liens securing deliver to the Senior Obligations has become effective (or shall become effective concurrently with First Priority Collateral Agent such termination statements, releases and release other documents as the First Priority Collateral Agent may reasonably request to effectively confirm such release. (c) Until the Discharge of First Priority Obligations occurs, the Liens granted to the Junior Second Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority RepresentativeCollateral Agent, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilityClaimholders, hereby irrevocably constitutes and appoints the Designated Senior Representative First Priority Collateral Agent and any officer or agent of the Designated Senior RepresentativeFirst Priority 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 such Junior the Second Priority Representative Collateral Agent or such Junior Priority Debt Party holder or in the Designated Senior RepresentativeFirst Priority Collateral Agent’s own name, from time to time in the Designated Senior RepresentativeFirst Priority Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the Discharge of First Priority Obligations. (cd) Notwithstanding anything Until the Discharge of First Priority Obligations occurs, to the contrary in any Junior extent that the First Priority Collateral Document, in Agent or the event the terms of a Senior Collateral Document and a Junior First Priority Collateral Document each require any Grantor Claimholders (i) to make payment in respect of have released any item of Shared Collateral, Lien on Collateral and any such Liens are later reinstated or (ii) to deliver or afford control over obtain any item of Shared new Liens, then the Second Priority Collateral toAgent, or deposit for itself and for the Second Priority Claimholders, shall be granted a Lien on any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared such Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control lien subordination provisions of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativethis Agreement.

Releases. (a) Each Junior Priority RepresentativeIf in connection with the exercise of the First Lien Administrative Agent’s remedies in respect of the Collateral provided for in Section 3.1, the First Lien Administrative Agent, for itself and or on behalf of each Junior Priority Debt Party under any of the First Lien Secured Parties, releases any of its Junior Priority Debt FacilityLiens on any part of the Collateral, agrees thatthen the Liens, if any, of the Second Lien Collateral Agent, for itself and/or for the benefit of the Second Lien Secured Parties, on such part of the Collateral shall be automatically, unconditionally and simultaneously released without the need for any consent or other action on the part of any Second Lien Secured Party. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Secured Parties, promptly shall execute and deliver to the First Lien Administrative Agent such termination statements, releases and other documents as the First Lien Administrative Agent or such Grantor may request to effectively confirm such release. (b) If in the event of a connection with any sale, lease, exchange, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrowercollectively, a “Disposition”) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of the First Lien Loan Documents, the Second Lien Indenture and the Additional Parity Lien Facility Documents (if any) (other than in connection with the exercise of the First Lien Administrative Agent’s remedies in respect of the Collateral provided for in Section 3.1), the First Lien Administrative Agent, for itself or on behalf of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that the First Lien Secured Parties, releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Secured Parties, on such termination Collateral shall be automatically, unconditionally and release simultaneously released without the need for any consent or other action on the part of the Collateral Agent, the Authority, any Restricted Subsidiary (as such term is defined in the Second Lien Indenture) or any Second Lien Secured Party; provided, however, that, if the Liens securing the Senior First Lien Obligations has become effective (are released in connection with the Discharge of First Lien Obligations, the Liens securing the Second Lien Obligations on the Collateral will not be required to be released except to the extent the Collateral or any portion thereof is disposed or otherwise transferred or used in order to repay the First Lien Obligations secured by such Collateral. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Secured Parties, promptly shall become effective concurrently with execute and deliver to the First Lien Administrative Agent such termination statements, releases and release other documents as the First Lien Administrative Agent may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority RepresentativeSecond Lien Collateral Agent, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilitySecond Lien Secured Parties, hereby irrevocably constitutes and appoints the Designated Senior Representative First Lien Administrative Agent and any officer or agent of the Designated Senior RepresentativeFirst Lien Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact fact, coupled with an interest, with full irrevocable power and authority in the place and stead of such Junior Priority Representative the Second Lien Collateral Agent or such Junior Priority Debt Party holder or in the Designated Senior RepresentativeFirst Lien Administrative Agent’s own name, from time to time in the Designated Senior RepresentativeFirst Lien Administrative Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1 and Section 5.2, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1 and Section 5.2, including any termination statements, endorsements or other instruments of transfer or release. (cd) Notwithstanding anything To the extent that any First Lien Secured Party obtains any new liens or additional guaranties from any Grantor, then the Second Lien Collateral Agent, for itself and for the Second Lien Secured Parties, shall be granted a Lien on any such Collateral, subject to the contrary in any Junior Priority Collateral DocumentLien subordination provisions of this Agreement, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateraladditional guaranty, as the entitlement holdercase may be; provided, however, that, notwithstanding anything herein to the contrary, in no event shall any Grantor be required to grant or permit any additional Liens on any Excluded Assets to secure any Second Lien Obligation (vbut only for so long as any such asset or property constitutes Excluded Assets). (e) hold The Liens granted to secure the First Lien Obligations and the Second Lien Obligations shall attach to any item proceeds resulting from actions taken as contemplated by Sections 5.1(a) and 5.1(b), subject to the relative priorities and provisions described herein, including, without limitation, Sections 2.1 and 3.1, and in the case of Shared the Liens granted to secure the First Lien Obligations, subject to clause (f) below. (f) Upon the Discharge of First Lien Obligations, the First Lien Administrative Agent’s Liens upon the Collateral will be automatically released and the First Lien Administrative Agent shall deliver all Pledged Collateral in trust for its possession (if any) together with any necessary endorsements (such endorsement shall be without recourse and without any representation or warranty), first, to the Second Lien Collateral Agent to the extent Second Lien Obligations remain outstanding, and second, to the Grantors to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such item Person to obtain possession or control of Shared such Pledged Collateral). The First Lien Administrative Agent further agrees to take all other action reasonably requested by the Second Lien Collateral cannot be held Agent following the Discharge of First Lien Obligations, at the sole expense of the Grantors, in trust for multiple parties under applicable law)connection with the Second Lien Collateral Agent obtaining a first-priority interest in the Pledged Collateral, (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to Permitted Liens (as such term is defined in the control Second Lien Indenture) or as a court of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativecompetent jurisdiction may otherwise direct.

Releases. (a) Each Junior Priority RepresentativeIf, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in at any time any Grantor or the event of a sale, transfer or other disposition holder of any Senior Lender Claim delivers notice to each Second Priority Agent that any specified item of Shared Common Collateral (including all or substantially all of the equity interests of a Grantor or any subsidiary of the Borrowerits Subsidiaries) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon (including for such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided thatpurpose, in the case of the sale of equity interests in any Subsidiary, any Common Collateral held by such saleSubsidiary or any direct or indirect Subsidiary thereof) is: (A) sold, transfer transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction permitted under the Credit Agreement, the First Priority Notes Indenture, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other disposition of Shared Collateral Senior Lender Document and Second Priority Document (other than any sale, transfer or other disposition if any) then in effect; or (ii) in connection with the enforcement taking of an Enforcement Action; or (B) being released from all Senior Lender Claims in connection with a Subsidiary being released from its guarantee under the Credit Agreement, the First Priority Notes Indenture, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any) then in effect, or (C) otherwise released as permitted by the Credit Agreement, the First Priority Notes Indenture, the Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any) then in effect, then (whether or exercise not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of any rights or remedies with respect the Second Priority Secured Parties upon such Common Collateral will automatically, simultaneously, and unconditionally be released and discharged as and when, but only to the Shared Collateral)extent, such Liens on such Common Collateral securing Senior Lender Claims are released and discharged; provided that the Liens granted securing the Second Priority Claims shall attach to any proceeds of such Common Collateral that remain after the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms Discharge of any Junior Priority Debt DocumentSenior Lender Claim. Upon delivery to each Second Priority Agent of (a) a Junior Priority Representative of an Officer’s Certificate written notice from any First Lien Agent stating that any such termination and release of Liens securing or supporting the Senior Obligations Lender Claims has become effective (or shall become effective concurrently upon each Second Priority Agent’s release) (whether in connection with a sale of such termination and release of assets by the Liens granted relevant Grantor pursuant to the Junior preceding sentence or otherwise), and (b) such other certificates or documents are required to be delivered under the Second Priority Debt Parties and the Junior Documents, each Second Priority Representatives) and any necessary or proper instruments Agent, on behalf of termination or release prepared by the Borrower or any other Grantoreach applicable Second Priority Secured Party, such Junior Priority Representative will promptly execute, deliver or acknowledgepromptly, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, execute and deliver such instruments to evidence instruments, releases, termination statements or other documents reasonably requested by the Company in writing confirming such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documentscustomary terms. (b) Each Junior So long as the Discharge of Senior Lender Claims has not occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each Junior applicable Second Priority Debt Party under its Junior Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints the First Priority Designated Senior Representative Agent and any officer or agent of the such First Priority Designated Senior RepresentativeAgent, 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 such Junior each Second Priority Representative Agent or such Junior Priority Debt Party holder or in the such First Priority Designated Senior RepresentativeAgent’s own name, from time to time in the such First Priority Designated Senior RepresentativeAgent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations Lender Claims has occurred, comply with such requirement under each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby consents to the applicable Junior Priority application, whether prior to or after a default, of proceeds of Common Collateral Document as it relates or other collateral to such Shared Collateral by taking any the repayment of Senior Lender Claims pursuant to the Senior Lender Documents and this Agreement; provided that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights of the actions set forth above only Second Priority Agents or the Second Priority Secured Parties to receive proceeds in connection with respect to, or the Second Priority Claims not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Junior The Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior the Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the BorrowerCompany) in connection with (i) the exercise of remedies in respect of Collateral or (ii) any sale, transfer or other than a release granted upon disposition that is permitted under the Second Priority Debt Documents as in effect on the date hereof or following the Discharge of Senior Obligationssubsequently permitted thereunder, the Liens granted to the Junior Second Priority Representatives Representative and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in that the case Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of any such sale, transfer or other disposition the sale on the same basis of Shared priority as the Liens on the Collateral securing the Senior Obligations rank to the Liens on the Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Upon notice from the Senior Representative to a Second Priority Representative (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to any termination and release of Liens pursuant to clause (i) of the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer preceding sentence) or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate (with respect to any termination and release of Liens pursuant to clause (ii) of the preceding sentence) stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority RepresentativesRepresentative) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such termination statements, mortgage releases, instruments and other agreements that the Senior Representative or the Company or such Guarantor may reasonably request to evidence such termination and release of the such Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior the Second Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Until the Discharge of the Senior Obligations, the Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior the Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over (to the extent only one party can have control of such Collateral) any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder tothereunder, and (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each (i) If, in connection with any exercise of remedies or Enforcement (including as provided for in Section 3.1(b) or Section 6.8(a)) by the Prior Lien Agent or any Prior Lien Claimholder with respect to any ABL Priority Collateral, irrespective of whether an ABL Default, Senior Secured Notes Default or Junior Priority RepresentativeSecured Notes Default has occurred and its continuing, for itself and the Prior Lien Agent, on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Prior Lien Claimholders, releases any of its Liens on any subsidiary part of the Borrower) other than a release granted upon ABL Priority Collateral, then the Liens, if any, of the Subordinated Lien Agents, for the benefit of the Subordinated Lien Claimholders, on the ABL Priority Collateral sold or following the Discharge disposed of Senior Obligationsin connection therewith, the Liens granted to the Junior Priority Representatives shall be automatically, unconditionally and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be simultaneously released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in to the case extent the Proceeds of any such saleABL Priority Collateral are not applied to reduce Prior Lien Obligations, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection the Subordinated Lien Agents shall retain Liens on such Proceeds with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral)respective priorities set forth in Section 2.1. Each Subordinated Lien Agent, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facilityapplicable Subordinated Lien Claimholders, promptly shall execute and deliver to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 Prior Lien Agent such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or releases and other instruments of transfer or documents as the Prior Lien Agent may request in writing to effectively confirm such release. (cii) Notwithstanding anything to the contrary in any Junior Priority Collateral DocumentIf, in connection with any exercise of remedies or Enforcement (including as provided for in Sections 3.2(b) or Section 6.8(b)) by the event the terms Prior Lien Agent or any Prior Lien Claimholder with respect to any Senior Secured Notes Priority Collateral, irrespective of whether a Senior Collateral Document Secured Notes Default, ABL Default or Junior Secured Notes Default has occurred and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect its continuing, the Prior Lien Agent, on behalf of any item of Shared the Prior Lien Claimholders, releases any of its Liens on any part of the Senior Secured Notes Priority Collateral, (ii) to deliver or afford control over any item then the Liens, if any, of Shared Collateral toeach Subordinated Lien Agent, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of the Subordinated Lien Claimholders, on the Senior Secured Notes Priority Collateral sold or subject disposed of in connection therewith, shall be automatically, unconditionally and simultaneously released; provided, further, that, to the control extent the Proceeds of orsuch Senior Secured Notes Priority Collateral are not applied to reduce Prior Lien Obligations, the Subordinated Lien Agents shall retain Liens on such Proceeds with the respective priorities set forth in respect Section 2.1. Each Subordinated Lien Agent, on behalf of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurredSubordinated Lien Claimholders, comply with promptly shall execute and deliver to the Prior Lien Agent such requirement under termination statements, releases and other documents as the applicable Junior Priority Collateral Document as it relates Prior Lien Agent may request in writing to effectively confirm such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativerelease.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition If in connection with the enforcement or exercise of the Senior Agent’s remedies in respect of any rights Common Collateral subject to its Senior Liens, the Senior Agent, for itself or remedies with respect on behalf of the Senior Secured Parties, releases its Senior Liens on any part of such Common Collateral, then the Junior Liens on such Common Collateral shall be automatically, unconditionally and simultaneously released; provided, that such Junior Liens shall remain on the Proceeds of such Common Collateral, subject to the Shared Collateral), the Liens granted to the relative priorities set forth in Article II. The Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority RepresentativeAgent, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt FacilitySecured Parties, agrees promptly to release execute and deliver to the Liens on Senior Agent or the Junior Priority Collateral applicable Grantor such termination statements, releases and other documents as set forth in the relevant Junior Priority Debt DocumentsSenior Agent or such Grantor may request to confirm such release. (b) Each If in connection with any sale, lease, exchange, transfer or other disposition of any Common Collateral (collectively, a “Disposition”) permitted under the terms of both the Senior Credit Documents and the Junior Priority RepresentativeCredit Documents (other than in connection with the exercise of the Senior Agent’s remedies in respect of Common Collateral as provided in paragraph (a) above), the Senior Agent, for itself or on behalf of the Senior Secured Parties, releases any of its Senior Liens on any part of such Common Collateral, other than (i) in connection with the Discharge of Senior Obligations or (ii) after the occurrence and during the continuance of any Event of Default under the Junior Credit Documents, then the Junior Liens of the Junior Agent and the Junior Secured Parties on such Collateral shall be automatically, unconditionally and simultaneously released; provided, that such Junior Liens shall remain on the Proceeds of such Common Collateral, subject to the relative priorities set forth in Article II. The Junior Agent, for itself or on behalf of the Junior Secured Parties, promptly shall execute and deliver to the Senior Agent or the applicable Grantor such termination statements, releases and other documents as the Senior Agent or such Grantor may request to confirm such release. (c) Until the Discharge of Senior Obligations has occurred, the Junior Agent, for itself and on behalf of each the Junior Priority Debt Party under its Junior Priority Debt FacilitySecured Parties, hereby irrevocably constitutes and appoints the Designated Senior Representative Agent and any officer or agent of the Designated Senior RepresentativeAgent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the name, place and stead of such the Junior Priority Representative Agent or such Junior Priority Debt Party Secured Parties or in the Designated Senior RepresentativeAgent’s own name, from time to time in the Designated Senior RepresentativeAgent’s discretion, for the purpose of carrying out the terms of Section 5.01(a)this Section, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable appropriate to accomplish the purposes of Section 5.01(a)this Section, including any termination statements, endorsements or other instruments of transfer or release. (cd) Notwithstanding anything to Until the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply to the extent that the Senior Agent or Senior Secured Parties release any Senior Lien on Common Collateral and any such Lien is later reinstated, then the Junior Agent with such requirement under the applicable Junior Priority Collateral Document as it relates respect to such Shared Collateral by taking any Common Collateral, for itself and on behalf of the actions set forth above only with respect toJunior Secured Parties, or in favor ofshall have, and hereby is hereby granted, a Lien on such Common Collateral, subject to the Designated Senior Representativelien subordination provisions of this Agreement.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition Disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Capital Stock of any subsidiary Subsidiary of the Borrower) (i) in connection with the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, so long as such Disposition is permitted by the terms of the Senior Priority Debt Documents (and in the case of this clause (ii) other than a release granted upon or following in connection with the Discharge of Senior ObligationsObligation, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Secured Parties upon such Shared Collateral (but not on the proceeds thereof that were not applied to the payment of Senior Obligations) to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted to the Designated Senior Representative upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Secured Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expenseexpense and without any representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Secured Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees thatIf, in connection with (i) the event exercise of a any remedies by the First Priority Collateral Agent or any other First Priority Secured Party in respect of the Collateral provided for in Section 3.1, including any sale, lease, exchange, transfer or other disposition of any specified item of Shared such Collateral or (including all or substantially all of the equity interests of ii) any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligationssale, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be releasedlease, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such saleexchange, transfer or other disposition of Shared any Collateral (other than to another Obligor) permitted under the terms of the First Priority Documents, the Second Priority Documents and the Third Priority Documents (in each case, as in effect on the date hereof), the First Priority Collateral Agent, on behalf of itself and the other First Priority Secured Parties, releases any of its Liens on any part of the Collateral, the Lien of the Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties on such Collateral (but not on any proceeds of such Collateral not required to be paid to the First Priority Secured Parties for application to the First Priority Claims) and the Lien of the Third Priority Collateral Agent for the benefit of the Third Priority Secured Parties on such Collateral (but not on any proceeds of such Collateral not required to be paid to the First Priority Secured Parties for application to the First Priority Claims) shall in each case be automatically and unconditionally released with no further consent or action of any Person, and each of the Second Priority Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the other Second Priority Secured Parties, and the 2015 Trustee and each Additional Third Priority Representative, on behalf of themselves and the other Third Priority Secured Parties, shall promptly execute and deliver, at the joint and several expense of the Obligors, to the First Priority Collateral Agent and the Lender Agent and the Obligors such termination statements, releases and other documents as the First Priority Collateral Agent, the Lender Agent and the Obligors may reasonably request to effectively confirm such release at the joint and several expense of the Obligors. (b) Following the Discharge of First Priority Claims if, in connection with (i) the exercise of any remedies by the Second Priority Collateral Agent or the 2010 Trustee or any other Second Priority Secured Party in respect of the Collateral provided for in Section 3.1, including any sale, lease, exchange, transfer or other disposition in connection with the enforcement or exercise of any rights such Collateral or remedies with respect to the Shared Collateral)(ii) any sale, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such salelease, exchange, transfer or other disposition is not of any Collateral (other than to another Obligor) permitted under the terms of the Second Priority Documents and the Third Priority Documents (in each case, as in effect on the date hereof), the Second Priority Collateral Agent, on behalf of itself and the other Second Priority Secured Parties, releases any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that its Liens on any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release part of the Liens granted Collateral, the Lien of the Third Priority Collateral Agent for the benefit of the Third Priority Secured Parties on such Collateral (but not on any proceeds of such Collateral not required to be paid to the Junior Second Priority Debt Secured Parties for application to the Second Priority Claims) shall be automatically and unconditionally released with no further consent or action of any Person, and each of the Third Priority Collateral Agent and the Junior 2015 Trustee and each Additional Third Priority Representatives) Representative, on behalf of themselves and any necessary or proper instruments of termination or release prepared by the Borrower or any other GrantorThird Priority Secured Parties, such Junior Priority Representative will shall promptly execute, deliver or acknowledgeexecute and deliver, at the Borrower’s or joint and several expense of the Obligors, to the Second Priority Collateral Agent and the 2010 Trustee and the Obligors such termination statements, releases and other documents as the Second Priority Collateral Agent, the 2010 Trustee and the Obligors may reasonably request to effectively confirm such release at the joint and several expense of the Obligors. (c) Until the Discharge of First Priority Claims occurs, each of the Second Priority Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the other Grantor’s sole cost Second Priority Secured Parties, and expense, such instruments to evidence such termination the 2015 Trustee and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior each Additional Third Priority Representative, for itself and on behalf of themselves and the Junior other Third Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilitySecured Parties, hereby irrevocably constitutes and appoints the Designated Senior Representative First Priority Collateral Agent and any officer or agent of the Designated Senior RepresentativeFirst Priority 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 such Junior Priority Representative or such Junior Priority Debt Party Person or in the Designated Senior RepresentativeFirst Priority Collateral Agent’s own name, from time to time in the Designated Senior RepresentativeFirst Priority Collateral Agent’s discretiondiscretion (as directed by the Lender Agent in writing), for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all releases, documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination financing statements, mortgage releases, intellectual property releases, endorsements or other instruments of transfer or release. (cd) Notwithstanding anything to Following the contrary in any Junior Discharge of First Priority Claims and until the Discharge of Second Priority Claims occurs, each of the Third Priority Collateral DocumentAgent, the 2015 Trustee and each Additional Third Priority Representative, on behalf of themselves and the other Third Priority Secured Parties, hereby irrevocably constitutes and appoints the Second Priority Collateral Agent and any officer or agent of the Second Priority Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the event place and stead of such Third Priority Collateral Agent or Third Priority Secured Party or in the Second Priority Collateral Agent’s own name, from time to time in the Second Priority Collateral Agent’s discretion (as directed by the 2010 Trustee in writing), for the purpose of carrying out the terms of a Senior Collateral Document this Section 5.1, to take any and a Junior Priority Collateral Document each require all appropriate action and to execute any Grantor (i) and all releases, documents and instruments which may be necessary to make payment in respect accomplish the purposes of this Section 5.1, including any item of Shared Collateralfinancing statements, (ii) to deliver or afford control over any item of Shared Collateral tomortgage releases, or deposit any item of Shared Collateral withintellectual property releases, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary endorsements or other Person acting in a similar capacity to agree to comply, in respect instruments of any item of Shared Collateral, with instructions transfer or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativerelease.

Releases. (a) Each Junior Priority RepresentativeIf in connection with the exercise of any Revolving Credit Collateral Agent’s remedies in respect of any Revolving Credit Primary Collateral as provided for in Section 3.1, such Revolving Credit Collateral Agent, for itself and and/or on behalf of each Junior Priority Debt Party under any of the Revolving Credit Claimholders, releases any of its Junior Priority Debt FacilityLiens on any part of the Revolving Credit Primary Collateral, agrees thatthen the Liens, if any, of the Term Loan Collateral Agent, for itself and/or for the benefit of the Term Loan Claimholders, on the Revolving Credit Primary Collateral sold or disposed of in the event connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Term Loan Collateral Agent, for itself and/or on behalf of a any such Term Loan Claimholders, promptly shall execute and deliver to such Revolving Credit Collateral Agent or such Grantor such termination statements, releases and other documents as such Revolving Credit Collateral Agent or such Grantor may request to effectively confirm such release. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any specified item of Shared Revolving Credit Primary Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrowercollectively, a “Disposition”) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of the Revolving Credit Documents (including voluntary Dispositions of Revolving Credit Primary Collateral by the respective Grantors after a Revolving Credit Default) (other than in connection with the exercise of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an OfficerRevolving Credit Collateral Agent’s Certificate stating that any such termination rights and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release remedies in respect of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and Revolving Credit Primary Collateral as provided for in Sections 3.1), any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority RepresentativeRevolving Credit Collateral Agent, for itself and/or on behalf of any of the Revolving Credit Claimholders, releases any of its Liens on any part of the Revolving Credit Primary Collateral, in each case, other than (A) in connection with the Discharge of Revolving Credit Obligations, (B) after the occurrence and during the continuance of a Term Loan Default of which the Revolving Credit Collateral Agent has been given notice, unless (x) the Term Loan Collateral Agent for itself and/or on behalf of the Junior Priority Debt Parties Term Loan Claimholders, consents to such Disposition it being understood and agreed that if the Term Loan Collateral Agent fails to object to any request by any Revolving Credit Collateral Agent that the Term Loan Collateral Agent, for itself and/or on behalf of any such Term Loan Claimholders, releases its security interest in connection with a Disposition under its Junior Priority Debt Facility, to release this Section 5.1(b) by the Liens close of business on the Junior Priority fifth Business Day following any such request the Term Loan Collateral Agent shall be deemed to have consented to such request or (y) such sale is otherwise permitted under the Term Loan Documents as set forth in effect on the relevant Junior Priority Debt Documentsdate hereof, or (C) after the occurrence and during the continuance of a Revolving Credit Default or a Term Loan Default if, in either case, all of the net proceeds received in connection with such Disposition are not applied to the Revolving Credit Obligations, then, in each case, the Liens, if any, of the Term Loan Collateral Agent, for itself and/or for the benefit of the Term Loan Claimholders, on such Revolving Credit Primary Collateral shall be automatically, unconditionally and simultaneously released. The Term Loan Collateral Agent for itself and/or on behalf of any such Term Loan Claimholders promptly shall execute and deliver to such Revolving Credit Collateral Agent or such Grantor such termination statements, releases and other documents as such Revolving Credit Collateral Agent or such Grantor may request to effectively confirm such release. The Term Loan Collateral Agent, for itself and/or on behalf of any such Term Loan Claimholders, hereby agrees to consent to any request by any Revolving Credit Collateral Agent that the Term Loan Collateral Agent, for itself and/or on behalf of any such Term Loan Claimholders, releases its security interest in connection with a Disposition under this Section 5.1(b), if such Disposition occurs after the occurrence and during the continuance of a Term Loan Default, and such Disposition is commercially reasonable. (bc) Each Junior Priority RepresentativeUntil the Discharge of Revolving Credit Obligations shall occur, the Term Loan Collateral Agent, for itself and and/or on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilitythe Term Loan Claimholders, hereby irrevocably constitutes and appoints the Designated Senior Representative each Revolving Credit Collateral Agent and any officer of its officers or agent of the Designated Senior Representativeagents, 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 such Junior Priority Representative the Term Loan Collateral Agent or such Junior Priority Debt Party or Term Loan Claimholder, whether in such Revolving Credit Collateral Agent’s name or, at the option of such Revolving Credit Collateral Agent, in the Designated Senior RepresentativeTerm Loan Collateral Agent’s or any Term Loan Claimholder’s own name, from time to time in the Designated Senior Representativesuch Revolving Credit Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Parent Borrower) other than a release granted upon or following the Discharge of Senior Obligations), the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of any necessary or proper instruments of termination or release prepared by the Parent Borrower or any other Grantor and, if requested by the Second Priority Representative, an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor), such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Parent Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative4.4.1 Great Lakes hereby represents and warrants that it has released all Liens on collateral securing Lakes Secured Obligations not constituting the Shared Collateral prior to the date hereof; Great Lakes further represents and agrees that it shall not allow any collateral not constituting the Shared Collateral to secure the Lakes Secured Obligations prior to the Discharge of the First Lien Secured Obligations. 4.4.2 If in connection with the exercise of the First Lien Required Secured Party's remedies in respect of any Shared Collateral as provided for in Section 5.2, for itself and the Collateral Agent, on behalf of each Junior Priority Debt Party under the First Lien Secured Parties, releases its Junior Priority Debt FacilityLiens on any part of the Shared Collateral, agrees thatthen the Liens of the Second Lien Secured Parties on the Shared Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Second Lien Secured Parties promptly shall execute and deliver to the Collateral Agent such termination statements, releases and other documents as the Collateral Agent may request to effectively confirm such release. 4.4.3 If in the event of a connection with any sale, lease, exchange, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all permitted under Section 4.10 of the equity interests of any subsidiary 2014 Notes Indenture, the Collateral Agent, on behalf of the Borrower) other than a release granted upon or following Required First Lien Secured Parties, releases its Liens on any part of the Discharge of Senior ObligationsShared Collateral, then the Liens granted to of the Junior Priority Representatives and the Junior Priority Debt Second Lien Secured Parties upon on such Shared Collateral shall be automatically, unconditionally and simultaneously released. The Second Lien Secured Parties promptly shall execute and deliver to secure Junior Priority Debt Obligations shall terminate the Collateral Agent such termination statements, releases and be released, automatically and without any further action, concurrently with other documents as the termination and release of all Liens granted upon Collateral Agent may request to effectively confirm such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition release. 4.4.4 If in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared distribution by the Borrower or of Net Loss Proceeds (as defined in the 2014 Notes Indenture) from any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release Event of Loss of any Shared Collateral as required under Section 4.30 of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative2014 Notes Indenture, for itself and the Collateral Agent, on behalf of the Junior Priority Debt Parties under Required First Lien Secured Parties, releases its Junior Priority Debt FacilityLiens on any part of the Shared Collateral, to release then the Liens of the Second Lien Secured Parties on such Shared Collateral shall be automatically, unconditionally and simultaneously released. The Second Lien Secured Parties promptly shall execute and deliver to the Junior Priority Collateral Agent such termination statements, releases and other documents as set forth in the relevant Junior Priority Debt DocumentsCollateral Agent may request to effectively confirm such release. (b) Each Junior Priority Representative4.4.5 Until the Discharge of First Lien Secured Obligations shall occur, for itself and on behalf each of each Junior Priority Debt Party under its Junior Priority Debt Facility, the Second Lien Secured Parties hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, with full power of substitution, Collateral Agent as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Junior Priority Representative or such Junior Priority Debt Party or in each of the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, Second Lien Secured Parties for the purpose of carrying out the terms of this Section 5.01(a)4.4, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)4.4, including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority The release of any Lien granted upon the Collateral shall require the prior written consent of the Secured Debt Representatives; provided that each Secured Debt Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Secured Debt FacilityDocument, agrees that, in the event of a sale, transfer or other disposition Disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Equity Interests of any subsidiary Subsidiary of the BorrowerParent Guarantor) other than a release granted upon (i) in connection with the exercise of remedies in respect of Collateral in accordance with the provisions of this Agreement or following (ii) if not in connection with the Discharge exercise of Senior Obligationsremedies in respect of Collateral, so long as such Disposition is permitted by the terms of the Secured Debt Documents and the Collateral Documents, the Liens granted to the Junior Priority Secured Debt Representatives and the Junior Priority Debt Secured Parties upon such Shared Collateral to secure Junior Priority Debt Secured Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior First Priority Secured Obligations; , provided that, that (A) the Lien securing the Secured Obligations shall attach to the proceeds thereof and (B) the proceeds thereof are applied to permanently reduce the Secured Debt in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection accordance with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt DocumentPost-Default Waterfalls. Upon delivery to a Junior Priority the Notes Secured Debt Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior First Priority Secured Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Notes Secured Parties and the Junior Priority RepresentativesNotes Secured Debt Representative) and any necessary or proper instruments of termination or release prepared by the Borrower Issuer or any other GrantorObligor, such Junior Priority the Notes Secured Debt Representative will promptly execute, deliver or acknowledge, at the BorrowerIssuer’s or the other GrantorObligor’s sole cost and expenseexpense and without any representation or warranty, such instruments (in form and substance reasonably satisfactory to each Secured Debt Representative) to evidence such termination and release of the Liens. Nothing Liens in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of accordance with the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Secured Debt Documents. (b) Each Junior Priority Secured Debt Representative, for itself and on behalf of each Junior Priority Debt Secured Party under its Junior Priority Secured Debt FacilityDocument, hereby irrevocably constitutes and appoints the Designated Senior each applicable Collateral Agent and Applicable Collateral Representative and any officer or agent of the Designated Senior Representativethereof, 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 such Junior Priority Secured Debt Representative or such Junior Priority Debt Secured Party or in the Designated Senior applicable Collateral Agent or Applicable Collateral Representative’s own name, from time to time in the Designated Senior Representative’s discretionaccordance with this Agreement, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything Unless and until the Discharge of First Priority Secured Obligations has occurred, the Notes Secured Debt Representative, for itself and on behalf of each Notes Secured Party under the Notes Secured Debt Documents, hereby consents to the contrary in application, whether prior to or after an event of default under any Junior First Priority Collateral Secured Debt Document, in of all payments, including the event the terms proceeds of a Senior any enforcement of Collateral Document and a Junior Priority Collateral Document each require or any Grantor (i) to make payment payments in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership guarantees of any item Series of Shared Collateral in Secured Debt, to the name repayment of or make an assignment of ownership of any Shared Collateral First Priority Secured Obligations pursuant to the Payment Waterfalls or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared CollateralPost-Default Waterfalls, as applicable, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the entitlement holder, (v) hold any item rights of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Notes Secured Debt Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge Notes Secured Parties to receive proceeds in connection with the Notes Secured Obligations not otherwise in contravention of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativethis Agreement.

Releases. (a) Each Subject to the penultimate sentence of this Section 5.01(a), each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the BorrowerHoldings) other than (a release granted upon or following the Discharge of Senior Obligations“Disposition”), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and or shall be released, automatically and without any further action, concurrently with the termination and or release of all Liens granted upon such Shared Collateral to secure Senior Obligations; , provided that, in that the case parties’ respective Liens shall attach to the net proceeds of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection Disposition with the enforcement or exercise of any rights or remedies with respect same Lien priorities as provided in this Agreement to the Shared Collateral), extent such proceeds are not otherwise utilized to permanently reduce the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt DocumentSenior Obligations. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and or release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and or release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or Holdings, any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s Holdings’ or the other Grantor’s sole cost and expense, such instruments to evidence such termination and or release of the Liens; provided, however that such Officer’s Certificate shall not be required for any termination or release in connection with the exercise of remedies following an event of default. Nothing in this Section 5.01(a) will be deemed to (x) affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents or (y) except in the case of a Disposition in connection with the exercise of secured creditors’ rights and remedies, require the release of Liens granted upon such Shared Collateral to secure Junior Priority Debt Obligations if such Disposition is not permitted under the terms of the Junior Priority Debt Documents. If in connection with any enforcement action or other exercise of rights and remedies by any Senior Representative, in each case, prior to a Discharge of Senior Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and such Senior Representative releases its Lien on the property or assets of such Person, then the liens of each Junior Representative and Junior Priority Debt Parties will be released to the same extent as the Liens of such Senior Representative and Senior Secured Parties are released. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding Unless and until the Discharge of Senior Obligations has occurred, each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Representatives or the Junior Priority Debt Parties to receive proceeds in connection with the Junior Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Subject to Sections 5.06(a) and 5.06(f), notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor to (i) to make any payment in respect of any item of Shared CollateralCollateral to, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated any Senior Representative or Senior Secured Party and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition Disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Equity Interests of the Borrower or any subsidiary Subsidiary of the Borrower) (i) in connection with the exercise of remedies in respect of Collateral by a Designated Senior Representative or (ii) if not in connection with the exercise of remedies in respect of Collateral by the Designated Senior Representative, so long as such Disposition is permitted by the terms of the Senior Priority Debt Documents and, in the case of this clause (ii) other than a release granted upon or following in connection with the Discharge of Senior Obligations, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Secured Parties upon such Shared Collateral (but not on the Proceeds thereof that were not applied to the payment of Senior Obligations) to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Secured Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expenseexpense and without any representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Secured Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Secured Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Priority Debt Document of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive Proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Priority Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable lawLaw), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Secured Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior The Second Priority Representative, for itself and on behalf of each Junior other Second Priority Debt Party under its Junior Priority Debt FacilityParty, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the BorrowerCompany) in connection with (i) any Enforcement Action by a Senior Secured Party pursuant to Section 3.01 or (ii) any sale, transfer or other disposition of Collateral that is permitted under the Second Priority Debt Documents (other than a release granted upon or following during the Discharge continuance of Senior Obligationsany Event of Default under the Second Priority Debt Documents), the Liens granted to the Junior Second Priority Representatives Representative and the Junior other Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in that the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with Liens securing the enforcement or exercise of any rights or remedies with respect Senior Obligations and the Second Priority Debt Obligations will attach to the Shared Collateral), Proceeds of the sale on the same basis of priority as the Liens granted on the Collateral securing the Senior Obligations rank to the Junior Priority Representatives and Liens on the Junior Collateral securing the Second Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt DocumentObligations pursuant to this Agreement. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that (x) any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority RepresentativesRepresentative) and (y) in the case of any release pursuant to clause (ii) above, such sale, transfer or other disposition is permitted under the Second Priority Debt Documents and no Event of Default is occurring thereunder, and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such instruments reasonably requested by the Company to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior other Second Priority Debt Parties under its Junior Priority Debt FacilityParties, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Until the Discharge of the Senior Obligations, the Second Priority Representative, for itself and on behalf of each Junior other Second Priority Debt Party under its Junior Priority Debt FacilityParty, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be reasonably necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Parent Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Borrowers or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s Borrowers’ or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of the Borrowers or any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior ObligationsParent), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if (i) such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt DocumentDocument or (ii) such release of Senior Secured Parties’ Liens is granted upon or following the Discharge of Senior Obligations. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the any Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the such Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a)) of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a)) of this Agreement, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby consents to the application whether prior to or after an event of default under any Senior Debt Document of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that noting in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Priority Representatives or the Junior Priority Debt Parties to receive Proceeds in connection with the Junior Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary Subsidiary) (i) in connection with the exercise of remedies in respect of Collateral or (ii) if not in connection with the Borrowerexercise of remedies in respect of Collateral, so long as an Event of Default (as defined in and under any Junior Lien Debt Document) other than a release granted upon or following the Discharge of Senior Obligationshas not occurred and is continuing, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document, of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Priority Representatives or the Junior Priority Debt Parties to receive proceeds in connection with the Junior Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), ) or (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior ObligationsCompany), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior (i) If in connection with any Enforcement Action by the ABL Agent or any other exercise of the ABL Agent’s remedies in respect of the ABL Priority RepresentativeCollateral, in each case prior to the Discharge of ABL Obligations, the ABL Agent, for itself and or on behalf of each Junior any of the ABL Claimholders represented by it, releases any of its Liens on any part of the ABL Priority Debt Party under its Junior Collateral, then the Liens, if any, of the Term Agent, for itself or for the benefit of the Term Claimholders represented by it, on such ABL Priority Debt FacilityCollateral shall be automatically, agrees thatunconditionally and simultaneously released. The Term Agent, for itself or on behalf of the Term Claimholders represented by it, promptly shall execute and deliver to such enforcing ABL Agent or Grantor such termination statements, releases and other documents as the ABL Agent or Grantor may reasonably request to effectively confirm the foregoing releases. (ii) If in connection with any Enforcement Action by the Term Agent or any other exercise of the Term Agent’s remedies in respect of the Term Priority Collateral, in each case prior to the event Discharge of a saleTerm Obligations, transfer the Term Agent, for itself or on behalf of the Term Claimholders represented by it, releases any of its Liens on any part of the Term Priority Collateral, then the Liens, if any, of the ABL Agent, for itself or for the benefit of the ABL Claimholders represented by it, on such Term Priority Collateral, shall be automatically, unconditionally and simultaneously released. If in connection with any Enforcement Action or other disposition exercise of any specified item rights and remedies by the Term Agent, in each case prior to the Discharge of Shared Collateral (including all or substantially all of Term Obligations, the equity interests of any subsidiary Person are foreclosed upon or otherwise disposed of and the Term Agent releases its Lien on the property or assets of such Person and releases such Person from its guarantee, if any, of Term Obligations, then (A) upon the written request of the BorrowerTerm Agent and (B) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination ABL Agent’s receipt of an amount equal to the sum of (i) with respect to each Account of such Person constituting ABL Priority Collateral, the book value thereof (but not less than the book value of such Account at the time the Grantors incurred ABL Obligations based upon the existence of such Account), and release (ii) with respect to all Inventory of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided thatPerson, in the case orderly liquidation value of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection Inventory based on and consistent with the enforcement then-current appraisal of such Inventory received by the ABL Agent with respect thereto (but not less than the book value of such Inventory at the time the Grantors incurred ABL Obligations based upon the existence of such Inventory), or, if no such appraisal exists or exercise if the most current appraisal is more than one year old, the book value thereof (but not less than the book value of any rights or remedies such Inventory at the time the Grantors incurred ABL Obligations based upon the existence of such Inventory), the ABL Agent shall cause the Liens of the ABL Agent with respect to the Shared property or assets of such Person, including ABL Priority Collateral and Term Priority Collateral), and the guaranty, if any, by such Persons of the ABL Obligations to be released to the same extent as the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties Term Agent and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release guarantees of the LiensTerm Obligations are so released. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority RepresentativeThe ABL Agent, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt FacilityABL Claimholders represented by it, shall promptly execute and deliver to release the Liens on Term Agent or Grantor such termination statements, releases and other documents as the Junior Priority Collateral as set forth in Term Agent or Grantor may reasonably request to effectively confirm the relevant Junior Priority Debt Documentsforegoing releases. (b) Each Junior Priority RepresentativeIf, in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the Prior Lien Loan Documents and not expressly prohibited under the terms of the Subordinated Lien Loan Documents (other than in connection with an Enforcement Action or other exercise of the Prior Lien Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), each of the Prior Lien Agents, for itself and on behalf of each Junior Priority Debt Party any of the Prior Lien Claimholders represented by it, releases any of its Liens on any part of the Collateral, or, if applicable, releases any Guarantor Subsidiary from its obligations under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent guaranty of the Designated Senior RepresentativePrior Lien Obligations, with full power in each case other than (A) in connection with, or following, the Discharge of substitutionPrior Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Subordinated Lien Loan Documents, as its true and lawful attorney-in-fact with full irrevocable power and authority in then the place and stead Liens, if any, of such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretionSubordinated Lien Agent, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary itself or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of the Subordinated Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Subordinated Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Subordinated Lien Agent, for itself or subject on behalf of any such Subordinated Lien Claimholders, promptly shall execute and deliver to the control of orPrior Lien Agent or such Guarantor Subsidiary such termination statements, in respect of any item of Shared Collateral, to follow releases and other documents as the instructions of Prior Lien Agent or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with may reasonably request to effectively confirm such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativerelease.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) (i) in connection with the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of the Collateral, so long as an Event of Default (as defined in and under any Second Priority Debt Document) has not occurred and is continuing and such sale, transfer or other than a release granted upon or following disposition is permitted by the Discharge terms of Senior Obligationsthe Second Priority Debt Documents, the Liens granted to the Junior Second Priority Representatives and the Junior Second Priority Debt Parties upon such Shared Collateral to secure Junior Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Second Priority Debt Parties and the Junior Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Priority Representatives or the Junior Priority Debt Parties to receive proceeds in connection with the Junior Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that, if in the event of a connection with (i) any sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of by any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral Grantor (other than any sale, transfer or other disposition in connection with any enforcement or exercise of rights or remedies with respect to the Shared Collateral which shall be governed by clause (ii)) permitted under the terms of the Senior Debt Documents or consented to by the holders of Senior Obligations under the Senior Debt Documents (other than after the occurrence and during the continuance of any Event of Default under the Second Priority Debt Documents) or (ii) the enforcement or exercise of any rights or remedies with respect to the Shared Collateral)Collateral by a Senior Secured Party, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such including any sale, transfer or other disposition is not permitted under the terms of Shared Collateral so long as net proceeds of any Junior such Shared Collateral are applied to reduce permanently the Senior Obligations, the Designated Senior Representative, for itself and on behalf of the other Senior Secured Parties releases any of the Senior Liens on any of the Shared Collateral (a “Release”), then the Liens on such Shared Collateral securing any Second Priority Debt Document. Upon delivery to a Junior Obligations shall be automatically, unconditionally and simultaneously released, and each Second Priority Representative of an Officer’s Certificate stating that any such termination shall, for itself and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release on behalf of the Liens granted to the Junior other applicable Second Priority Class Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expenseexpense of the Grantors, such instruments promptly execute and deliver to evidence the Designated Senior Representative and the applicable Grantors such termination statements, releases and release other documents as the Designated Senior Representative or any applicable Grantor may reasonably request to effectively confirm such Release. Similarly, if the equity interests of any Person are foreclosed upon or otherwise disposed of pursuant to clause (i) or (ii) above and in connection therewith the LiensDesignated Senior Representative releases the Senior Liens on the Shared Collateral of such Person or releases such Person from its guarantee of Senior Obligations, then the Second Priority Lien on such property or assets of such Person and such Person’s guarantee of Second Priority Debt Obligations shall be automatically released to the same extent. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Second Priority Representative, for itself and on behalf of the Junior Second Priority Debt Parties under its Junior Second Priority Debt Facility, to release the Liens on the Junior Second Priority Collateral or to release any Person from its guarantee of Second Priority Debt Obligations as set forth in the relevant Junior Second Priority Debt Documents. (b) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Second Priority Representative or such Junior Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an Event of Default (as defined in any Senior Debt Document) of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive Proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Second Priority Representative or Junior Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the BorrowerCompany) other than a release granted upon in connection with the exercise of remedies in respect of Collateral or following the Discharge of Senior Obligationsotherwise, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower Company or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the BorrowerCompany’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, 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 such Junior Priority Representative or such Junior Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Priority Representatives or the Junior Priority Debt Parties to receive proceeds in connection with the Junior Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

Releases. (a) Each Junior Priority RepresentativeIf in connection with any Enforcement Action by the First Lien Collateral Agent or any other exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, for itself or on behalf of any other First Lien Claimholder, releases any of its Liens on any part of the Collateral or releases any Guarantor Subsidiary from its obligations under its guaranty of the First Lien Obligations, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. If in connection with any Enforcement Action or other exercise of rights and remedies by the First Lien Collateral Agent, in each case prior to the Discharge of First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Lien Collateral Agent releases its Lien on the property or assets of such Person then the Liens of Second Lien Collateral Agent with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of the First Lien Collateral Agent. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor Subsidiary may request to effectively confirm the foregoing releases. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the First Lien Loan Documents and not expressly prohibited under the terms of the Second Lien Loan Documents (other than in connection with an Enforcement Action or other exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), the First Lien Collateral Agent, for itself or on behalf of any other First Lien Claimholder, releases any of its Liens on any part of the Collateral, or releases any Guarantor Subsidiary from its obligations under its guaranty of the First Lien Obligations, in each case other than (A) in connection with, or following, the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Second Lien Credit Agreement, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilitySecond Lien Claimholder, hereby irrevocably constitutes and appoints the Designated Senior Representative First Lien Collateral Agent and any officer or agent of the Designated Senior RepresentativeFirst Lien 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 such Junior Priority Representative the Second Lien Collateral Agent or such Junior Priority Debt Party holder or in the Designated Senior RepresentativeFirst Lien Collateral Agent’s own name, from time to time in the Designated Senior RepresentativeFirst Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (cd) Notwithstanding anything Until the Discharge of First Lien Obligations occurs, to the contrary in any Junior Priority extent that the First Lien Collateral Document, in Agent or the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor First Lien Claimholders (i) to make payment in respect of have released any item of Shared Collateral, Lien on Collateral or any Guarantor Subsidiary from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) to deliver obtain any new Liens or afford control over additional guarantees from any item of Shared Guarantor Subsidiary, then the Second Lien Collateral toAgent, or deposit for itself and for the Second Lien Claimholders, shall be granted a Lien on any item of Shared such Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (except to the extent such item of Shared Lien represents a Second Lien Declined Lien with respect to the Indebtedness represented by the Second Lien Collateral cannot be held in trust for multiple parties under applicable lawAgent), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control lien subordination provisions of orthis Agreement, in respect of any item of Shared Collateraland the Second Lien Collateral Agent shall be granted an additional guaranty, to follow as the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativecase may be.

Releases. (a) Each The Junior Priority Lien Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilityLien Secured Party, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all i) in connection with the exercise of remedies in respect of Collateral by the Senior Lien Representative or substantially all (ii) if not in connection with the exercise of remedies in respect of Collateral by the Senior Lien Representative, so long as such sale, transfer or other disposition is permitted by the terms of the equity interests Junior Lien Debt Documents and the Senior Lien Debt Documents and, in the case of any subsidiary each of the Borrowerforegoing clauses (i) other than a release granted upon or following the Discharge of Senior Obligationsand (ii), the Liens granted to the Junior Priority Representatives Lien Representative and the Junior Priority Debt Lien Secured Parties upon such Shared Collateral (but not on the Proceeds thereof that were not applied to the payment of Senior Lien Obligations) to secure Junior Priority Debt Lien Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Lien Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a the Junior Priority Lien Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Lien Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Lien Secured Parties and the Junior Priority RepresentativesLien Representative) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Lien Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other such Grantor’s sole cost and expenseexpense and without any representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Each The Junior Priority Lien Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilityLien Secured Party, hereby irrevocably constitutes and appoints the Designated Senior Lien Representative and any officer or agent of the Designated Senior Lien Representative, 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 such Junior Priority Lien Representative or such Junior Priority Debt Lien Secured Party or in the Designated Senior Lien Representative’s own name, from time to time in the Designated Senior Lien Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Junior Priority Lien Collateral Document, in the event the terms of a Senior Lien Collateral Document and a Junior Priority Lien Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Lien Representative and any the Junior Priority Lien Representative or Junior Priority Debt Lien Secured Party, such Grantor may, until the applicable Discharge of Senior Lien Obligations has occurred, comply with such requirement under the applicable Junior Priority Lien Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Lien Representative.